8-K

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


                                    FORM 8-K



     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): January 26, 2001



                             TCI INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      94-3026925
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                       47300 KATO ROAD, FREMONT, CA 94538
                                 (510) 687-6100
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)







Item 5. Other Events

     The information that is set forth in the Registrant's press release dated
January 26, 2001 is incorporated herein by reference.


Item 7. Financial Statements and Exhibits

  (c)   Exhibits.

        99.1 Text of Press Release dated January 26, 2001.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.


                                               TCI International, Inc.

Date:   February 1, 2001                      By: /s/   MARY ANN ALCON
      -------------------                          -------------------
                                                        MARY ANN ALCON
                                                        Chief Financial Officer
                                                        (Principal Financial and
                                                         Accounting Officer)

EX-99.1

                                                                    EXHIBIT 99.1


                                  NEWS RELEASE


TCI INTERNATIONAL, INC. (NASDAQ:TCII)
47300 Kato Road
Fremont, California 94538
Contacts:         Mary Ann W. Alcon                  John W. Ballard, III
                  Chief Financial Officer            President & CEO
                  510-687-6100                       510-687-6100

FOR IMMEDIATE RELEASE

                     TCI INTERNATIONAL ANNOUNCES MERGER WITH
                   SPX CORPORATION'S DIELECTRIC COMMUNICATIONS

FREMONT, CA - January 26, 2001 - TCI International, Inc. (NASDAQ: TCII) ("TCI")
announced today that it has signed a definitive merger agreement with Dielectric
Communications ("Dielectric") a unit of SPX Corporation (NYSE: SPW). Under the
terms of the agreement, TCI's shareholders will receive $11.25 in cash per
share.

TCI entered into the merger agreement following the approval of its Board of
Directors. The company received investment banking services and a fairness
opinion in connection with the transaction from Houlihan Lokey Howard and Zukin
Capital. Completion of the transaction is subject to customary closing
conditions, including shareholder approval.

"The merger between TCI and Dielectric represents a powerful combination of more
than 90 years of scientific and technical expertise in RF products and systems,"
said John W. Ballard III, the President and CEO of TCI. "In addition to the
clear strategic implications of integrating our complementary broadcast product
lines, I am excited about Dielectric's commitment to support our signal
processing product growth objectives. This transaction will immediately benefit
our shareholders while servicing the long term interests of our customers and
employees as well."

TCI International, Inc. is a holding company composed of two product groups. The
broadcast group offers broad-bandwidth antenna and transmission feeder solutions
for the FM and TV broadcast markets, and high power short wave and MF
broadcasting applications. The broadcast group recently received a patent for
the invention of a wideband slot antenna that is the basis of the Company's
award-winning Models 888 and 881 transmitting antennas targeted at the FCC
mandated conversion from analog to digital TV transmission. The signal
processing group provides direction finding, spectrum monitoring, and
specialized communication receiver and transmitter products to both commercial
and defense-oriented customers worldwide. For further information, please visit
TCI's Web site at http://www.TCIbr.com.
                  ---------------------

Dielectric Communications is the nation's largest manufacturer of high power
digital and analog TV and FM broadcast antennas, transmission line and RF
systems, and a world leader in broadcast transmission system design. SPX
Corporation is a global provider of technical products and systems, industrial
products and services, service solutions and vehicle components. The Internet
address for SPX Corporation's home page is www.spx.com.
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