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

                         Amended
                        FORM 144

          NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933


ATTENTION:Transmit for filing 3 copies of this form concurrently
          with either placing an order with a broker to execute
          sale or executing a sale directly with a market maker.


1.(a)  NAME OF ISSUER (Please type or print)
   
       Geotek Communications Inc.
   
  (b)  IRS IDENT. NO.

       22-2358635

  (c)  S.E.C. FILE NO.

       001-11620

  (d)  ADDRESS OF ISSUER

       20 Craig Road, Montvale, New Jersey 07645

  (e)  TELEPHONE NO.

       (201) 930-9305

2.(a)  NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE
       SOLD

       Elliott Associates, L.P.

  (b) SOCIAL SECURITY NUMBER OR IRS IDENT. NO.

       22-2140975

  (c) RELATIONSHIP TO ISSUER

       None

  (d) ADDRESS

       712 Fifth Avenue
       New York, New York 10019


INSTRUCTION:  The person filing this notice should contact the
issuer to obtain the IRS Identification and the S.E.C. File Number


3.(a)  TITLE OF THE CLASS OF SECURITIES TO BE SOLD

       Common Stock

  (b)  NAME AND ADDRESS OF EACH BROKER THROUGH WHOM THE SECURITIES
       ARE TO BE OFFERED OR EACH MARKET MAKER WHO IS ACQUIRING THE
       SECURITIES

       Manchester Securities Corp.
       712 Fifth Avenue
       New York, New York 10019

       Instinet Corporation
       875 Third Avenue
       New York, New York 10022

       Cathay Financial L.L.C.
       450 Park Avenue
       New York, New York  10022

       Oppenheimer & Co., Inc.
       Oppenheimer Tower
       World Financial Center
       New York, New York 10281


SEC USE ONLY
Broker-Dealer File Number

  (c)  NUMBER OF SHARES OR OTHER UNITS TO BE SOLD (See Instr. 3(c))

       2,500,000

  (d)  AGGREGATE MARKET VALUE (See Instr. 3(d))

       $3,359,375

  (e)  NUMBER OF SHARES OR OTHER UNITS OUTSTANDING
       (See Instr. 3(e))

       70,335,000

  (f)  APPROXIMATE DATE OF SALE (Month/Day/Year) (See Instr. 3(f))

       1/15/98

  (g)  NAME OF EACH SECURITIES EXCHANGE (See Instr. 3(g))

       None


INSTRUCTIONS:
1.(a)  Name of issuer
  (b)  Issuer's I.R.S. identification number
  (c)  Issuer's S.E.C. file number, if any
  (d)  Issuer's address, including zip code
  (e)  Issuer's telephone number, including area code

2.(a)  Name of person for whose account the securities are to be
       sold
  (b)  Such person's Social Security or I.R.S. identification
       number
  (c)  Such person's relationship to the issuer (i.e., officer,
       director, 10% stockholder, or member of immediate family
       of any of the foregoing)
  (d)  Such person's address, including zip code

3.(a)  Title of the class of securities to be sold
  (b)  Name and address of each broker through whom the securities
       are intended to be sold
  (c)  Number of share or other units to be sold (if debt
       securities, give aggregate face amount)
  (d)  Aggregate market value of the securities to be sold as of
       a specified date within 10 days prior to the filing of this
       notice
  (e)  Number of shares or other units of the class outstanding, or
       if debt securities the face amount thereof outstanding, as
       shown by the most recent report or statement published by
       the issuer
  (f)  Approximate date on which the securities are to be sold
  (g)  Name of each securities exchange, if any, on which the
       securities are intended to be sold


Table I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition
of the securities to be sold and with respect to the payment of all
or any part of the purchase price or other consideration therefor.


1.  Title of Class 

    Common Stock

2.  Date You Acquired

    12/31/96

3.  Nature of Acquisition Transaction

    Conversion of Preferred Stock, and pursuant to distributions
upon or in respect of, or exchanges for, such Preferred Stock

4.  Name of Person from Whom Acquired
    (If gift, give date donor acquired)

    Geotek Communications Inc.

5.  Amount of Securities Acquired

    2,500,000

6.  Date of Payment (Month/Day/Year)

    12/31/96

7.  Nature of Payment

    Cash


INSTRUCTIONS:If the securities were purchased and full payment therefor was not
            made in cash at the time of purchase, explain in a note thereto
            the nature of the consideration given.  If the consideration
            consisted of any note or other obligation, or if payment was made
            in installments describe the arrangement and state when the note
            or other obligation was discharged in full or the last installment
            paid.


Table II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the
issuer sold during the past 3 months by the person for whose
account the securities are to be sold


1.  Name and Address of Seller



2.  Title of Securities Sold



3.  Date of Sale



4.  Amount of Securities Sold



5. Gross Proceeds



REMARKS:

    No Securities Sold Pursuant to Rule 144 during the past 3
    months

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. 
Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other
persons included in that definition.  In addition, information
shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the
account of the person filing this notice.

ATTENTION:
The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in regard to
the current and prospective operations of the Issuer of the
securities to be sold which has not been publicly disclosed.

This Form amends the previously filed Form 144 of Elliott
Associates, L.P. dated 1/14/98.


                   1/16/98           
                Date of Notice


       /s/ Paul E. Singer, General Partner
                  Signature



This notice shall be signed by the person for whose account the
securities are to be sold.  At least one copy of the notice shall
be manually signed.  Any copies not manually signed shall bear
typed or printed signatures

ATTENTION:  Intentional misstatements or omission of facts
constitute Federal Criminal Violations (See 18 U.S.C. 1001)