UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                            (Amendment No. #_1_)

                             STM Wireless, Inc.
                              (Name of Issuer)

                       Common Shares, $.001 par value
                        (Title of Class of Securities)

                                 784776106
                               (CUSIP Number)

            Pequot Capital Management, Inc., 500 Nyala Farm Road
           Westport, CT  06880  Attn: David J. Malat 203/429-2200
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)
                                      
                              April 15, 1999
                        (Date of Event which Requires
                          Filing of this Statement)

If  the  filing  person  has  previously  filed a statement on Schedule 13G to
report  the  acquisition  which  is  the  subject of this Schedule 13D, and is
filing  this  schedule because of Rule 13d-1(b)(3) or (4), check the following
box  .

Check the following box if a fee is being paid with this statement __.  (A fee
is not required only if the reporting person:  (1) has a previous statement on
file  reporting beneficial ownership of more than five percent of the class of
securities  described  in  Item  1;  and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
 (See  Rule  13d-7.)

NOTE:    Six copies of this statement, including all exhibits, should be filed
with  the  Commission.  See Rule 13d-1(a) for other parties to whom copies are
to  be  sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing  on this form with respect to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures  provided  in  a  prior  cover  page.

The  information  required  in  the  remainder of this cover page shall not be
deemed  to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the  Notes).

CUSIP  NO.  784776106
5


1          Name  of  Reporting  Person  PEQUOT  CAPITAL  MANAGEMENT,  INC.

     IRS  Identification  No.  of  Above  Person  06-1524885
2          Check  the  Appropriate  Box  if  a  Member  of  a  Group    (a)

      (b)
3          SEC  USE  ONLY

4          Source  of  Funds  00

5          Check  Box  if  Disclosure  of  Legal  Proceedings  is
     Required  Pursuant  to  Items  2(d)  or  2(e)

6          Citizenship  or  Place  of  Organization  CONNECTICUT

     7          Sole  Voting  Power  778,929

 NUMBER  OF
 SHARES
 BENEFICIALLY
 OWNED  BY  EACH
 REPORTING
 PERSON  WITH
     8          Shared  Voting  Power    0

     9          Sole  Dispositive  Power  778,929

     10          Shared  Dispositive  Power    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person   778,929

12         Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

13          Percent  of  Class  Represented  by  Amount  in  Row  11  11.06%

14          Type  of  Reporting  Person  IA





ITEM  1.    SECURITY  AND  ISSUER

     This  Statement  relates  to  the  Common  Stock,  $.001  par  value (the
"Shares"), of STM Wireless, Inc. (the "Company"), a Delaware corporation.  The
Company's  principal  executive  office  is  located  at  One Mauchly, Irvine,
California  92718-2305.

ITEM  2.    IDENTITY  AND  BACKGROUND

     This  statement  is  being  filed on behalf of Pequot Capital Management,
Inc.,  a  Connecticut  corporation  (the  "Reporting  Person").  The principal
business  of  the Reporting Person, an investment adviser registered under the
Investment  Advisers  Act  of 1940, is to act as investment adviser to certain
managed accounts.  The executive officers of the Reporting Person are  Messrs.
Arthur  J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the
Reporting  Person  are  Messrs.  Samberg, Benton and Kevin E. O'Brien, and the
controlling  shareholders  are  Messrs.  Samberg and Benton (collectively, the
"Executive  Officers,  Directors  and  Controlling  Persons").    The business
address  of  the  Reporting  Person  and the Executive Officers, Directors and
Controlling  Persons  is  500  Nyala  Farm  Road,  Westport,  CT  06880.

     Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling  Persons  have,  during  the  last  five  years, been convicted in
criminal  proceeding  (excluding  traffic violations or similar misdemeanors).

     Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling  Persons have, during the last five years, been a party to a civil
proceeding  of  a  judicial  or  administrative body of competent jurisdiction
which  resulted  in  a  judgment,  decree  or  final  order  enjoining  future
violations  of,  or  prohibiting or mandating activities subject to federal or
state  securities  laws  or  finding any violation with respect to such laws. 
Each  of  the  Executive  Officers,  Directors and the Controlling Persons are
citizens  of  the  United  States.

ITEM  3.    SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION

     As of the date hereof, under rule 13d-3 under the Securities Exchange Act
of  1934, the Reporting Person is deemed to be the beneficial owner of 778,929
of  the Company's Shares which are held by accounts (the "Accounts") for which
the  Reporting  Person  exercises  investment  discretion.

ITEM  4.    PURPOSE  OF  TRANSACTION

     The  acquisition  of the Shares described herein was made in the ordinary
course  of the Reporting Person's investment activities.  The Reporting Person
reserves  the  right to purchase additional Shares or to dispose of the Shares
in  the  open  market  or in privately negotiated transactions or in any other
lawful  manner in the future.  The Reporting Person reserves the right to take
whatever  additional  action  with  respect  to  the Accounts' holdings in the
Company  as  the  Reporting  Person  deems  to be in the best interest of such
Accounts.    An  employee of the Reporting Person also serves on the Company's
Board  of  Directors.

ITEM  5.    INTEREST  IN  SECURITIES  OF  THE  ISSUER

     As  of  the  date  hereof,  the Reporting Person beneficially owns in the
aggregate  778,929 Shares.  These Shares represent approximately 11.06% of the
7,042,204  Shares  that  the Reporting Person believes to be outstanding.  The
Reporting  Person  has  the  sole  power to vote, direct the vote, dispose and
direct  the  disposition  of  all  of  the  Shares.

ITEM  6.    CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS WITH
RESPECT  TO  SECURITIES  OF  THE  ISSUER

          On  April  15, 1999, the Reporting Person entered into a Voting and
Affiliate  Agreement  (the  "Voting  Agreement")  with  REMEC,  Inc. ("REMEC")
relating to a proposed merger (the "Merger") of a subsidiary of REMEC with the
Company.   Pursuant to this Voting Agreement, the Reporting Person agreed that
during  the  period  commencing  on  April  15,  1999 and continuing until the
termination of the Voting Agreement upon the Merger or the abandonment of such
plans  to  merge,  at  any meeting of the holders of shares of Shares, however
called,  or  in  connection  with  any  written  consent of the holders of the
Shares,  the

Reporting  Person  shall  vote  in favor of the Merger and the approval of the
Merger  agreement  and  any  actions  required  in  furtherance  thereof.   In
addition,  the  Reporting  Person  will not directly or indirectly, during the
period  commencing  on the April 15, 1999 and continuing until the termination
clause  of the Voting Agreement as set forth above: (i) except as contemplated
in  the  definitive  Merger agreement, offer for sale, sell, transfer, tender,
pledge,  encumber,  assign or otherwise dispose of, or grant or enter into any
contract,  option  or  other  arrangement  or understanding with respect to or
consent  to  the  offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment  or  other disposition of, any or all of the Shares or any interest
therein;  (ii)  except  as  contemplated  by  the  Voting Agreement, grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into  a  voting agreement with respect to any Shares; or (iii) take any action
that  would  make  any of the Reporting Person's representations or warranties
contained  in  the  Voting Agreement untrue or incorrect or have the effect of
preventing  or  disabling  the  Reporting Person from performing the Reporting
Person's  obligations  under  the Merger agreement and any actions required in
furtherance  thereof.

ITEM  7.    MATERIAL  TO  BE  FILED  AS  EXHIBITS

     None.



     After  a  reasonable  inquiry and to the best of my knowledge and belief,
the  undersigned certifies that the information set forth in this statement is
true,  complete  and  correct.

April  20,  1999
Pequot  Capital  Management,  Inc.


By:/s/  David  J.  Malat
   David  J.  Malat,  Chief  Financial  Officer