TCI
TCI INTERNATIONAL, INC.

Notice of Annual Meeting of STOCKholders
To be held February 10, 1998

To Our Stockholders:

     You are cordially invited to attend the Annual Meeting 
of Stockholders of TCI International, Inc. which will be held 
at the Sheraton Inn - Sunnyvale, 1100 N. Mathilda Avenue, 
Sunnyvale, California at 8:30 a.m. on February 10, 1998 for 
the following purposes:

     1.  To elect two Class II directors to serve until the 
2001 Annual Meeting or until their successors have been 
elected and qualified;

     2.  To ratify the selection of KPMG Peat Marwick LLP as 
independent public accountants for the fiscal year ending 
September 30, 1998; and

     3.  To act upon such other business as may properly come 
before the meeting or any adjournment or postponement 
thereof.

     The Board of Directors has fixed the close of business 
on January 5, 1998 as the record date for determining those 
stockholders who will be entitled to vote at the meeting. 
The stock transfer books will not be closed between the 
record date and the date of the meeting.

     Representation of at least a majority of all outstanding 
shares of Common Stock of TCI International, Inc. is required 
to constitute a quorum.  Accordingly, it is important that 
your shares be represented at the meeting.  whether or not 
you plan to attend the meeting, please complete, date and 
sign the enclosed proxy card and return it in the enclosed 
envelope.  Your proxy may be revoked at any time prior to the 
time it is voted.

     Please read the proxy material carefully.  Your vote is 
important and the Company appreciates your cooperation in 
considering and acting on the matters presented.


Very truly yours,



John W. Ballard
President

Sunnyvale, California
January 9, 1998


Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies


PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

To Be Held February 10, 1998

     This Proxy Statement is furnished in connection with the 
solicitation by the Board of Directors of TCI International,
Inc., a Delaware corporation, of proxies to be voted at the 
Annual Meeting of Stockholders to be held at 8:30 a.m. on 
February 10, 1998 at the Sheraton Inn - Sunnyvale, 1100 N. 
Mathilda Avenue, Sunnyvale, California, or at any 
adjournments or postponements thereof, for the purposes set 
forth in the accompanying Notice of Annual Meeting of 
Stockholders.  TCI International, Inc. is a holding company 
which has three operating subsidiaries, Technology for 
Communications International ("TCI"), BR Communications 
("BR") and TCI Wireless, Inc. ("TCIW").  Unless the context 
otherwise indicates, the term "Company" as used herein refers 
to TCI International, Inc. and its consolidated subsidiaries.  
This Proxy Statement and the proxy card were first mailed to 
stockholders on or about January 12, 1998.


VOTING rights AND SOLICITATION

     The close of business on January 5, 1998 was the record 
date for stockholders entitled to notice of, and to vote at, 
the Annual Meeting.  As of that date, TCI International, Inc. 
had 3,202,815 shares of common stock (the "Common Stock") 
issued and outstanding (excluding Treasury Stock held by the 
Company).  All such shares of the Common Stock outstanding on 
the record date are entitled to vote at the Annual Meeting, 
and stockholders of record entitled to vote at the meeting 
will have one (1) vote for each share on the matters to be 
voted upon.

     Shares of the Common Stock represented by proxies in the 
accompanying form, which are properly executed and returned 
to the Company, will be voted at the Annual Meeting of 
Stockholders in accordance with the stockholders' 
instructions contained therein.  In the absence of contrary 
instructions, shares represented by such proxies will be 
voted FOR the election of each director as described herein 
under "Proposal 1 - Election of Directors" and For 
ratification of the selection of accountants as described 
herein under "Proposal 2 Ratification of Selection of 
Independent Public Accountants."  Management does not know of 
any matters to be presented at this Annual Meeting other than 
those set forth in this Proxy Statement and the Notice 
accompanying this Proxy Statement.  If other matters should 
properly come before the meeting, the proxy holders will vote 
on such matters in accordance with their best judgment.  Any 
stockholder has the right to revoke his or her proxy at any 
time before it is voted by delivering to the Secretary of the 
Company a written notice of revocation, or a duly executed 
proxy bearing a later date, or by attending the Annual 
Meeting and voting in person.

     Assuming a quorum is present, the two nominees for 
Directors receiving the greatest number of votes cast at the 
meeting will be elected. The affirmative vote of a majority 
of the shares represented at the meeting is required to 
ratify the selection of the auditors for the Company.  
Abstentions and broker non-votes are each included in the 
determination of the number of shares present for quorum 
purposes.  Abstentions are counted in tabulations of the 
votes cast on proposals presented to stockholders, whereas 
broker non-votes are not counted for purposes of determining 
whether a proposal has been approved.

     The entire cost of soliciting proxies will be borne by 
the Company.  Proxies will be solicited principally through 
the use of mail, but, if deemed desirable, may be solicited 
personally or by telephone, telegraph or special letter by 
officers, and regular Company employees for no additional 
compensation.  Arrangement may be made with brokerage houses 
and other custodians, nominees and fiduciaries to send 
proxies and proxy material to the beneficial owners of the 
Company's Common Stock, and such persons may be reimbursed 
for their expenses.



Proposal 1

Election of Directors

     The members of the Board of Directors of TCI 
International, Inc. are classified into three classes, one of 
which is elected at each Annual Meeting of Stockholders to 
hold office for a three-year term, or until successors of 
such class have been elected and qualified.  The nominees for 
the Board of Directors are set forth below.  The proxy 
holders intend to vote all proxies received by them in the 
accompanying form FOR the nominees for Director listed below.  
In the event that any nominee is unable or declines to serve 
as a Director at the time of the Annual Meeting, the proxies 
will be voted for any nominee who shall be designated by the 
present Board of Directors to fill the vacancy.  In the event 
that additional persons are nominated for election as 
directors, the proxy holders intend to vote all proxies 
received by them for the nominees listed below.  As of the 
date of this Proxy Statement, the Board of Directors is not 
aware of any nominee who is unable or will decline to serve 
as a Director.  



Nominees to Board of Directors

  
                                                     Class and Year
                                                     in which Term
Name                   Principal Occupation          Will Expire         Age

                                                                
John W. Ballard        President and CEO of          Class II; 2001      64
                       TCI International, Inc

Hamilton W. Budge      Retired. Of counsel to        Class II; 2001      69
                       Brobeck, Phleger & Harrison 



     John W. Ballard, a founder of TCI, became a Director of 
TCI in 1968 and has been its President since 1974.  From 
TCI's founding until 1974 he served as Executive Vice 
President and General Manager.  He has been President and 
Chief Executive Officer and a Director of the Company since 
1987.  Mr. Ballard is a member of the Stock Option Committee.  
Mr. Ballard is the father of John W. Ballard III, General 
Manager of the Company.

     Hamilton W. Budge is of counsel to Brobeck, Phleger & 
Harrison LLP, the Company's general counsel.  He was a 
Director of TCI from 1968 until 1987, and became a Director 
of the Company in 1987.  Mr. Budge is a member of the 
Compensation Committee.  He is also a Director of Pope & 
Talbot, Inc.



Directors Not Standing For Election 

                                                           Class and Year
                                                Director   in which Term    
Name                   Principal Occupation     Since      Will Expire         Age

                                                                                                    
Asaph H. Hall          Retired                  1992       Class I; 2000       64

E. M. T. Jones         Retired. Chairman of
                       the Board of
                       TCI International, Inc.  1987       Class I; 2000       73

Slobodan Tkalcevic     Vice President of 
                       Advanced Development of 
                       TCI International, Inc.  1996       Class I; 2000       44

John W. Ballard III    General Manager of 
                       TCI International, Inc.  1996       Class III; 1999     39

Donald C. Cox          Professor, Electrical 
                       Engineering, 
                       Stanford University      1995       Class III; 1999     60

C. Alan Peyser         President and CEO of 
                       Cable & Wireless, Inc.   1995       Class III; 1999     64



     Asaph H. Hall, from 1991 to 1994, was Corporate Vice 
President-Information Systems and Administrative Services at 
General Dynamics, and from 1984 to 1991 was General Manager 
of General Dynamics Data Systems Division.  Mr. Hall has held 
various other positions at General Dynamics since 1977.  He 
serves on the Compensation Committee and Audit Committee.

     E.M.T. Jones, a founder of TCI, has been Chairman of the 
Board of the Company since 1990.  From 1985 to 1990, Dr. 
Jones served as Vice President, Development of TCI.  From 
1974 to 1985 he was Executive Vice President of TCI.  From 
1968 to 1974 Dr. Jones served as Vice President, Engineering 
of TCI.  He has been a Director of TCI since 1968 and of the 
Company since 1987.  Dr. Jones is a member of the Stock 
Option Committee.

     Slobodan Tkalcevic joined the Company in 1978.  He was 
named Senior System Engineer in 1986, became Technical 
Advisor to General Manager in 1990, and has served as the 
Company's Vice President for Advanced Development since 1993. 

     John W. Ballard III joined the Company in 1988 serving 
in numerous capacities in the Engineering and Administration 
Departments of the Information System Division.  In 1990, he 
was appointed Deputy General Manager and later was appointed 
Vice President and General Manager of the Information System 
Division.  In 1992, he was appointed President of BR 
Communications.  In 1993, he was appointed Chief Financial 
Officer, Chief Operating Officer, and Vice President and 
General Manager of the Company.  John W. Ballard III is the 
son of John W. Ballard, President and CEO of the Company.

     Donald C. Cox, a professor of Electrical Engineering at 
Stanford University, has held the Harold Trap Friis Professor 
of Engineering chair since 1993 and is the Director of 
Stanford's Center for Communications.  From 1991 to 1993, he 
was Executive Director of Radio Research Department, 
Bellcore.  Dr. Cox is a member of the Audit Committee and the 
Compensation Committee.

     C. Alan Peyser was the President and CEO of Cable and 
Wireless, Inc. from 1993 to 1997.  He was the President of 
Cable and Wireless, Inc. from 1980 to 1993.  He has been a 
Director of Cable and Wireless since 1981.  Mr. Peyser also 
serves as a Director of Network Imaging, CWI and Spaceworks.  
Mr. Peyser is a member of the Audit Committee.


BOARD MEETINGS AND COMMITTEES

     The Board of Directors of the Company held a total of 
four meetings during the fiscal year ended September 30, 
1997.  Each Director attended (during the period that he 
served) at least 75% of the aggregate of (i) the total number 
of meetings of the Board and (ii) the total number of 
meetings held by all committees of the Board on which he 
served.

     The Company has an Audit Committee, a Compensation 
Committee and a Stock Option Committee of the Board of 
Directors.  There is no nominating committee or committee 
performing the functions of a nominating committee.

     The Audit Committee meets with the Company's financial 
management and its independent public accountants and reviews 
internal control conditions, audit plans and results, and 
financial reporting procedures. This Committee, which 
currently consists of Messrs. Hall, Peyser and Cox, held 
three meetings during the Company's last fiscal year.  

     The Compensation Committee reviews and approves the 
Company's compensation arrangements for key employees.  This 
Committee, which currently consists of Messrs. Budge, Cox and 
Hall, held one meeting during the last fiscal year.  

     The Stock Option Committee has responsibility for 
administering the Company's 1981 Stock Option Plan with 
respect to all individuals in the Company's employ or 
service, other than the Company's executive officers.  This 
Committee currently consists of Messrs. Ballard and Jones.  
The Stock Option Committee did not meet during the last 
fiscal year.  The Board of Directors has responsibility for 
administering the 1981 Stock Option Plan with respect to the 
Company's executive officers and met once during the 
Company's last fiscal year for purposes of making option 
grants under the 1981 Stock Option Plan.



Director remuneration

     Each non-employee member of the Board of Directors was 
paid an annual retainer fee of $10,800 in fiscal 1997 
(prorated quarterly, for those directors serving a portion of 
the year) and was reimbursed for all out-of-pocket costs 
incurred in connection with their attendance at board 
meetings.  Mr. Hall received an additional annual retainer 
fee of $2,700 for his service as Chairman of the Audit 
Committee.  The Company also pays each non-employee Director 
$675 for each Board meeting attended, $450 for each committee 
meeting attended that is not held in conjunction with a Board 
meeting and $225 for each committee meeting attended that is 
held in conjunction with a Board meeting.  

     In addition, each non-employee Board member will 
receive, over his or her continued period of Board service, a 
series of option grants under the 1995 Non-Employee Director 
Stock Option Plan (the "Director Plan"). Each individual who 
is first appointed or elected to serve as a non-employee 
Board member will automatically receive on the date of his or 
her initial election or appointment an option to purchase 
10,000 shares of Common Stock, provided such individual has 
not previously been in the employ of the Company.  
Furthermore, each individual who continues to serve as a non-
employee Board member will receive an option to purchase 
6,000 shares of Common Stock at (i) the Annual  Stockholders 
Meeting held in the calendar year in which occurs the third 
anniversary of the grant date of the initial automatic option 
grant, and (ii) every third Annual Stockholders Meeting 
following the Annual Meeting at which the non-employee Board 
member received his or her first 6,000-share option grant.  
No options were granted to non-employee Board members in the 
1997 fiscal year.  Messrs. Budge, Cox, Hall and Peyser will 
each receive a 6,000-share option grant at the 1998 Annual 
Meeting of Stockholders, should such individuals continue to 
serve on the Board following such meeting.  Each option 
granted under the Director Plan has an exercise price per 
share equal to the closing selling price per share of the 
Company's common stock on the grant date, as reported on the 
Nasdaq National Market, and the shares subject to each option 
will vest as follows: one-third immediately upon grant, an 
additional one-third upon the optionee's completion of one 
year of Board service measured from the grant date and the 
remaining one-third upon the optionee's completion of two 
years of Board service measured from the grant date.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

     The following table sets forth information regarding the 
beneficial ownership of the Company's Common Stock as of 
January 5, 1998 by (i) each person who is known to the Company 
to own beneficially more than 5% of the outstanding shares of the 
Common Stock of the Company, (ii) each director, (iii) each officer 
listed in the Summary Compensation Table and (iv) all directors and 
executive officers as a group.  All shares are subject to the named 
person's sole voting and investment power except where otherwise 
indicated.

   
                                            Shares                 Percent
Name and Address of Beneficial Owner        Beneficially Owned     Of Class

TCI International Inc. Employee             555,604(1)             17.4%
Stock Ownership Plan       
c/o Charles Schwab Trust Company, Trustee
1 Montgomery Street, 7th Floor., 
San Francisco, California  94104

John W. Ballard                             447,557(2)             14.0%
c/o TCI International, Inc.
222 Caspian Drive, Sunnyvale, 
California  94089

Dimensional Fund Advisors Inc               174,920(3)              5.5%
1299 Ocean Ave., 11th Floor, 
Santa Monica, Ca.  90401

E.M.T. Jones                                155,158(2)              4.8%
c/o TCI International, Inc.
222 Caspian Drive, Sunnyvale, 
California  94089

Hamilton W. Budge(4)                         14,000                   *
Donald C. Cox(4)                             11,000                   *
Asaph H. Hall(4)                             18,500                   *
C. Alan Peyser(4)                            11,000                   *

John W. Ballard III(2)(4)                    66,257                  2.1%

Slobodan Tkalcevic(2)(4)                     53,808                  1.7%

All directors and executive 
officers as a group
(8 persons) (1)(2)(4)                       777,280                 24.3%


(1)  Each of approximately 181 participants in the Company's 
Employee Stock Ownership Plan has sole voting power over all 
shares allocated to his or her account.  The Administrative 
Committee for the Employee Stock Ownership Plan, which includes 
Mr. John W. Ballard, an officer and director of the Company, has 
investment power over the assets of the Employee Stock Ownership 
Plan, subject to the terms and limitations of such Plan.  The Charles 
Schwab Trust Company serves as trustee in accordance with the 
terms of the Employee Stock Ownership Plan.

(2)  Includes shares allocated under the Employee Stock Ownership 
Plan to the participant's account through September 30, 1997.  Such 
shares are included in the aggregate holdings of the Employee Stock 
Ownership Plan (see footnote (1)).

(3)  Dimensional Fund Advisors Inc. ("Dimensional"), a registered 
investment advisor, has advised the Company that Dimensional is 
deemed to have beneficial ownership of 174,920 shares of Common 
Stock, all of which are held in portfolios of DFA Investment 
Dimensions Group Inc., a registered open-end investment company, 
or DFA Group Trust, an investment vehicle for qualified employee 
benefit plans, both of which Dimensional serves as investment 
manager.  Dimensional disclaims beneficial ownership of all such 
shares.

(4)  Includes shares subject to options which are currently 
exercisable or will become exercisable prior to March 31, 1998.

*  Percentage of shares beneficially owned does not exceed 1% of 
the class so owned.



EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation
     The following table sets forth the compensation paid or accrued 
by the Company for the years ended September 30, 1997, 1996 and 
1995 to the Chief Executive Officer, and the other executive officers 
of the Company whose salary and bonus for the fiscal year ended 
September 30, 1997 exceeded $100,000 (the "Named Officers").  



Summary Compensation Table

                                                                       Long Term
                                         Annual Compensation           Compensation
                                     Fiscal                            Securities             All Other
Name and Principal Position          Year      Salary(2)    Bonus      Underlying             Compensation(3)
                                                                       Options/SARs (#)

                                                                                
John W. Ballard,  President and      1997      $174,671     $0             0                   $6,627
Chief Executive Officer of the       1996       153,271      0             0                    8,533
Company and TCI                      1995       153,171     30,000         0                    7,452 

John W. Ballard III,  
Vice President Finance of the        1997       147,610      0             0                    6,627
Company;
President BR Communications          1996       123,049     25,000         7,500                8,012
and General Manager TCI              1995       122,969     25,000        25,000                6,930

Slobodan Tkalcevic
Vice President of Advanced           1997       139,538     20,000          0                   6,627
Development of the Company           1996       110,530     20,000        15,000                6,306
                                     1995       105,300     25,000        25,000                5,907

Brendan Fitzgerald (1)
Vice President of Corporate          1997       122,740      0              0                   0
Development and President            1996         0          0              0                   0
Of TCI Wireless, Inc.                1995         0          0              0                   0



(1)     Resigned on August 31, 1997
(2)     Salary amounts include amounts deferred under the
          Company's 401(k) Plan
(3)     Represents the Company's contribution under the
          Company's ESOP and 401(k) Plan as follows:





                                            Section 401(k)          Employee Stock
                                     Plan/Profit Sharing Plan       Ownership Plans


                          1997       1996      1995              1997      1996        1995

                                                                     
John W. Ballard           $6,627    $5,766    $6,052             $ 0       $2,767      $1,400

John W. Ballard III        6,627     5,691     5,647               0        2,330       1,283

Slobodan Tkalcevic         6,627     5,210     4,854               0        1,096       1,053

Brendan Fitzgerald           0         0         0                 0          0           0



Stock Options
     The following table sets forth certain information concerning 
stock options granted in fiscal 1997 under the Company's 1981 
Stock Option Plan to the Named Officers.  Only one Named Officer 
received option grant in fiscal year 1997, and no stock appreciation 
rights ("SARs") were granted during such fiscal year to any Named 
Officer.  The table also lists potential realizable values of such 
options on the basis of assumed annual compounded stock 
appreciation rates of 5% and 10% over the life of the options.




OPTION GRANTS IN LAST FISCAL YEAR

                                            Percent of                                   Potential Realizable Value at
                                            Total Options                                Assumed Annual Rates of
                     Number of Securities   Granted to     Exercise                      Stock Price Appreciation
                     Underlying Stock       Employees in   Price Per    Expiration       for Option Term (3)
Name                 Options Granted (1)    Fiscal 1996    Share(2)     Date                5%         10%
   
                                                                                  
Brendan Fitzgerald   45,000                  82%           $6.75        11/5/06          $191,02    $484,099





(1)  The option was granted under the Company's 1981 Stock 
Option Plan with an exercise price equal to 100% of the fair market 
value of the option shares on the November 5, 1996 grant date.  The 
option has a maximum term of 10 years measured from such grant 
date, subject to earlier termination upon the optionee's cessation of 
employment with the Company.  The option will become exercisable 
for the option shares in three equal and successive annual 
installments upon the optionee's continued period of employment 
with the Company measured from the grant date.  The option will 
become immediately exercisable for all the option shares upon 
acquisition of substantially all the Company's outstanding stock or 
assets, unless the option is assumed by the acquiring entity.

(2)  The exercise price may be paid in cash, in shares of  Common 
Stock valued at fair market value on the exercise date or through a 
cashless exercise procedure involving a same-day sale of the 
purchased shares.  The Company may also finance the option 
exercise by loaning the optionee sufficient funds to pay the exercise 
price for the purchased shares and the federal and state tax liability 
incurred in connection with the exercise.  The Plan Administrator 
also has the authority to reprice outstanding options through the 
cancellation of those options and the grant of replacement options 
with a exercise price equal to the lower fair market value of the 
option shares on the regrant date.

(3)  The potential realizable value is reported net of the option price, 
but before any income taxes associated with exercise.  These 
amounts represent assumed annual compounded rates of 
appreciation at 5% and 10% only from the date of grant to the 
expiration of the option.  There is no assurance provided to any 
executive officer or any other holder of the Company's securities 
that the actual stock price appreciation over the option term will be at 
the assumed 5% and 10% levels or at any other defined level.  
Unless the market price of the Common Stock does in fact 
appreciate over the option term, no value will be realized from the 
option grants made to the named individual.



Option/SAR Exercises and Holdings
     The following table provides information with respect to the 
Named Officers concerning the exercise of stock options during the 
1997 fiscal year and the unexercised options held by such 
individuals at the end of the 1997 fiscal year.  No stock options or 
SARs were exercised during the 1997 fiscal year, nor were any 
SARs outstanding at the end of such fiscal year.




AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUE

                        Shares                   Number of Unexercised        Value of Unexercised In-the-
                        Acquired on   Value      Options/SARs at FY-End (#)   Money Options/SARs at FY-End (1)
Name                    Exercise (#)  Realized   Exercisable/Unexercisable    Exercisable/Unexercisable

                                                                   
John W. Ballard III     None          None       48,200/27,300                 $84,750/$44,625
Slobodan Tkalcevic      None          None       35,000/30,000                 $62,750/$39,125
Brendan Fitzgerald(2)   None          None           None                           None




(1)  Value based upon the closing selling price of the Company's 
Common Stock on September 30, 1997 on the Nasdaq National 
Market ($6.125 per share) less the exercise price payable per share.

(2)  Mr. Fitzgerald was granted options to purchase 45,000 shares 
of the Company's Common Stock in fiscal 1997.  These options 
were terminated upon Mr. Fitzgerald ceasing to be employed with 
the Company as of August 31, 1997.

Employment Contract and Change of Control Arrangements
     The Company does not presently have any employment contracts 
in effect with the Chief Executive Officer or its other executive 
officers.  As indicated in footnote (1) to the table entitled "Option 
Grants in Last Fiscal Year," the shares subject to option grants made 
to date under the Company's 1981 Stock Option Plan will 
immediately vest upon an acquisition of the Company, unless the 
options are assumed by the acquiring entity.

Compensation Committee and Board of Directors Report on 
Executive Compensation
     The Compensation Committee of the Board of Directors is 
composed entirely of independent, outside directors.  The 
Committee is responsible for reviewing and approving the 
compensation policies for all employees, including all officers, 
whose annual compensation is in excess of $100,000.  

     The objective of the Compensation Committee is to establish a 
comprehensive program for the Company's executive officers which 
will (i) allow the Company to attract and retain the services of highly 
qualified individuals, (ii) tie executive compensation directly to the 
Company's business and performance objectives and (iii) reward 
outstanding individual performance that contributes to the 
Company's growth and long term success.

     In general, the compensation package for executive officers is 
comprised of three elements: (i) base salary which reflects individual 
performance and is designed primarily to be marginally competitive 
with salary levels of similarly sized companies both within and 
without the industry which compete with the Company for executive 
talent, (ii) annual variable performance awards payable in cash and 
tied to the achievement of performance targets and (iii) long term 
stock based incentive awards which create common interests for the 
executive officers and the Company's stockholders.

     The Compensation Committee annually evaluates the executive 
officers' base compensation and bonus eligibility compared with 
surveyed executive compensation for similar sized companies and 
divisions published by the American Electronics Association.  
Eligibility for bonuses is generally based on a weighted evaluation 
taking into account the overall performance of the Company, the 
Compensation Committee's evaluation of each participant's 
contribution to such performance, and progress made towards the 
attainment of long term growth objectives.  The Compensation 
Committee meets with the Chief Executive Officer (the "CEO") to 
review his evaluation of the officers' performance and eligibility for 
bonuses, and then reconvenes without the CEO's presence to 
evaluate his performance.  The Committee gives a report on its 
meeting to the full Board of Directors.

     For purposes of the stock price performance graph which 
appears latter in this Proxy Statement, the Company has selected the 
S&P Aerospace/Defense Index as the industry index.  However, in 
selecting companies to survey for compensation purposes, the 
Compensation Committee considered many factors including 
geographic location, growth rate, annual revenue and profitability, 
and market capitalization.  The Compensation Committee also 
considered companies outside the industry which may compete with 
the Company in recruiting executive talent.  For this reason, there 
was no meaningful correlation between companies surveyed for 
compensation data and the companies included in the S&P 
Aerospace Index.

     The base salary level for the Company's executive officers for 
fiscal 1997 ranged from the 35th to 99th percentile of the base salary 
paid by companies in the peer group survey taken into consideration 
for comparative compensation purposes.  In December 1996, 
Messrs. John W. Ballard, John W. Ballard III and Slobodan 
Tkalcevic received an increase of 14%, 20%, and 27%, 
respectively, over salary levels paid in fiscal 1996.  

     For fiscal 1998, the base salary compensation payable to Messrs. 
John W. Ballard, John W. Ballard III and Slobodan Tkalcevic will 
remain at the same level as in fiscal 1997. 

     For fiscal 1997, the Compensation Committee established a 
bonus pool to be distributed on a discretionary basis among 
executives and managers of the Company and its subsidiaries 
provided certain financial performance benchmarks were met.  For 
fiscal 1997, no bonuses were paid to the Company's executive 
officers except the Compensation Committee recommended to the 
full Board of Directors that Slobodan Tkalcevic receive a bonus of 
$20,000 in recognition of his technical contributions to new product 
developments.

     For fiscal 1998, the Compensation Committee has again 
established a bonus pool to be distributed on a discretionary basis 
among executives and managers of the Company and its 
subsidiaries.  The basis for distribution of this pool will be 
subjective, but is generally tied to the achievement of corporate and 
divisional goals as detailed in the Company's most recent strategic 
plan.  More specifically, these goals relate to progress on new 
product introduction efforts and achievement of certain profitability 
and other financial milestones.

     Stock options are considered a component of the total 
compensation of officers.  All stock option grants made under the 
1981 Stock Option Plan to the Company's executive officers are 
authorized by the Board of Directors and are intended to align the 
interests of each officer-optionee with those of the stockholders and 
provide them with a significant incentive to manage the Company 
from the prospective of an owner with an equity interest in the 
success of the business.  The size of the option grant made to each 
executive officer under the 1981 Plan is based upon that individual's 
current position with the Company, internal comparability with 
option grants made to other Company executives and the 
individual's potential for future responsibility and promotion over 
the option term.  The Board of Directors also takes into account the 
existing equity holdings, whether in shares or in vested or unvested 
stock options, of the executive officer in determining the appropriate 
level of equity incentive to provide for each officer.  However, the 
Board of Directors does not adhere to any specific guidelines as to 
the relative option holdings of the Company's executive officers.  

     CEO Compensation.  In setting the compensation payable to the 
Company's CEO, the Compensation Committee has sought to 
achieve two objectives: (i) establish a level of base salary 
competitive with that paid by companies within the industry which 
are of comparable size to the Company and by companies outside of 
the industry with which the Company competes for executive talent 
and (ii) make a significant percentage of the total compensation 
package contingent upon performance.

     The base salary established for the CEO on the basis of the 
foregoing criteria is intended to provide him with a level of stability 
and certainty each year.  However, this element of compensation 
historically has been affected to some degree by the Company's 
profitability.  In fiscal 1997, the CEO's salary component of 
compensation was at the 35th percentile of the base salary in effect 
for chief executive officers of the same peer group companies which 
were included in the survey reviewed by the Compensation 
Committee for comparative compensation purposes. Because of the 
significant equity holdings the CEO currently has in the Company, 
no stock option grants have, to date, been made to the CEO under 
the Company's 1981 Stock Option Plan.

     Deduction Limit for Executive Compensation.  Section 162(m) of 
the Internal Revenue Code, enacted in 1993, generally disallows a 
tax deduction to publicly held corporations for compensation 
exceeding $1 million paid to certain executive officers.  It is not 
expected that the compensation to be paid to the Company's 
executive officers for fiscal 1997 will exceed the $1 million limit per 
officer.  Accordingly, the Compensation Committee has not at this 
time instituted any changes to its compensation policies to take into
account the $1 million limitation.

The Compensation Committee          The Board of Directors

Hamilton W. Budge                   John W. Ballard
Asaph H. Hall                       John W. Ballard III
Donald C. Cox                       Hamilton H. Budge
                                    Donald C. Cox
                                    Asaph H. Hall
                                    E.M.T. Jones
                                    Alan C. Peyser
                                    Slobodan Tkalcevic


Performance Graph

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG COMPANY, 
S&P 500 INDEX AND S&P AEROSPACE/DEFENSE INDEX

                                GRAPH ON FILE



     Notwithstanding anything to the contrary set forth in any of the 
Company's previous filings under the Securities Act of 1933 or the 
Securities Exchange Act of 1934 that might incorporate future filings 
of the Company, including this Proxy Statement in whole or in part, 
the preceding Performance Graph and Report of Compensation  
Committee and Board of Directors shall not be incorporated by 
reference into any such filings, nor shall such graph or report be 
incorporated by reference into any future filings.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER 
PARTICIPATION

     No member of the Compensation Committee is a former or 
current officer or employee of the Company or any of its 
subsidiaries.  However, two members of the Board of Directors, 
Messrs. Ballard and Jones, are executive officers of the Company.  
No executive officer of the Company serves as a member of the 
Board of Directors or Compensation Committee of any entity which 
has an executive officer serving as a member of the Company's 
Board of Directors or Compensation Committee.   



SECTION 16 BENEFICIAL OWNERSHIP REPORTING 
COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company' directors and executive officers, and persons who own 
more than ten percent of a registered class of the Company's equity 
securities, to file with the Securities and Exchange Commission 
initial reports of ownership and reports of changes in ownership of 
Common Stock.  Officers, directors and greater than ten-percent 
stockholders are required by SEC regulation to furnish the Company 
with copies of all Section 16(a) forms they file.

     Based solely upon review of the copies of such reports furnished 
to the Company and written representation that no other reports were 
required, the Company believes that there was compliance for the 
fiscal year ended September 30, 1997 with all Section 16(a) filing 
requirements applicable to its officers, directors and greater than ten-
percent beneficial stockholders.



PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC 
ACCOUNTANTS

     The Board of Directors of Registrant, at its meeting held on 
January 16, 1996, and upon the prior recommendation of its Audit 
Committee, retained KPMG Peat Marwick LLP, independent public 
accountants, to replace the firm of Deloitte & Touche LLP as 
independent public accountants for Registrant, effective January 16, 
1996.

     In connection with its audit for the year ended September 30, 
1995 and in subsequent interim period preceding the engagement 
with KPMG Peat Marwick LLP, there have been no disagreements 
with Deloitte & Touche LLP on any matter of accounting principles 
or practices, financial statement disclosure, or auditing scope or 
procedure, which, if not resolved to the satisfaction of Deloitte & 
Touche LLP, would have been referred to in their report.

     Deloitte & Touche LLP's report on the Registrant's financial 
statements for the year ended September 30, 1995 contained no 
adverse opinion or disclaimer of opinion nor was it qualified as to 
uncertainty, audit scope, or accounting principles.

     The firm of KPMG Peat Marwick LLP was selected to serve as 
independent public accountants for the Company for the fiscal year 
ending September 30, 1998.  Although the selection of KPMG Peat 
Marwick LLP is not required to be submitted to a vote of the 
stockholders, the Board of Directors believes it appropriate as a 
matter of policy to request that the stockholders ratify the selection 
of the independent public accountants for fiscal 1998.  In the event 
that stockholders fail to ratify the selection of KPMG Peat Marwick 
LLP, the Board of Directors would reconsider such selection.

     The Company anticipates that a representative of KPMG Peat 
Marwick LLP will be present at the Annual Meeting to respond to 
appropriate questions and to make a statement if such representative 
desires to do so.



STOCKHOLDER PROPOSALS

     Stockholders proposals intended to be considered at the 1999 
Annual Meeting must be received by the Company no later than 
September 11, 1998.  Proposals must be mailed to the Company's 
principal executive offices at 222 Caspian Drive, Sunnyvale, 
California 94089, Attention: John W. Ballard III.  Such proposals 
may be included in next year's Proxy Statement if they comply with 
certain rules and regulations promulgated by the SEC.



OTHER MATTERS

     Management does not know of any matters to be presented at this 
Annual Meeting other than those set forth herein and in the Notice 
accompanying this Proxy Statement.

     It is important that your shares be represented at the meeting, 
regardless of the number of shares which you hold.  you are, 
therefore, urged to execute promptly and return the accompanying 
proxy in the envelope which has been enclosed for your 
convenience.  Stockholders who are present at the meeting may 
revoke their proxies and vote in person or, if they prefer, may 
abstain from voting in person and allow their proxies to be voted.


BY ORDER OF THE BOARD OF DIRECTORS


/s/  John W. Ballard

John W. Ballard
President and Chief Executive Officer

January 9, 1998
Sunnyvale, California