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

                                    FORM 10-K/A
                                  Amendment No. 1

                             AMENDMENT TO ANNUAL REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                               SECURITIES ACT OF 1934

For the fiscal year ended October 3, 1998        Commission file number 0-22799

                             BEI TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                             94-3274498
-------------------------------                  -------------------------------
(State or other jurisdiction of                          (I.R.S. Employer 
incorporation or organization)                           Identification No.)

                           One Post Street, Suite 2500
                         San Francisco, California 94104
               --------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (415) 956-4477
               --------------------------------------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 par value


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No 
                                      ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge, in proxy or information statements incorporated
by reference  in Part III of this Form 10-K or any  amendment to this Form 10-K.
[ ]




The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates of the Registrant as of November 27, 1998 was $72,983,150(A). As
of  November 27, 1998,  7,396,556  shares of  Registrant's  Common  Stock were
outstanding.

(A) Based upon the closing  sale price of the Common  Stock on November 27, 1998
as reported on the NASDAQ National Market System.  Excludes  1,557,904 shares of
Common  Stock held by  directors,  executive  officers  and  stockholders  whose
ownership  exceeds ten percent of Common Stock outstanding on November 27, 1998.
Exclusion of shares held by any person  should not be construed to indicate that
such person  possesses  the power,  direct or  indirect,  to direct or cause the
direction of the  management or policies of  Registrant,  or that such person is
controlled by or under common control with Registrant.
    ==========================================================================
<PAGE>

                              NOTE

The Form 10-K/A, of which this Note forms a part, contains changes to
the Table of Contents and Item 1. "Business" to correct the inadvertent
filing on December 29, 1998, of a preliminary draft of Item 1. of the
Form 10-K for the fiscal year ended October 3, 1998.


<PAGE>


                                   TABLE OF CONTENTS


PART I

    Item 1.      Business..............................................

    Item 2.      Properties...........................................

    Item 3.      Legal Proceedings....................................

    Item 4.      Submission of Matters to a Vote of Security Holders..

PART II

    Item 5.      Market for Registrant's Common Equity and
                 Related Stockholder Matters..........................

    Item 6.      Selected Financial Data..............................

    Item 7.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations........

    Item 7a.     Quantitative and Qualitative Disclosures About
                 Market Risk..........................................

    Item 8.      Financial Statements and Supplementary Data..........

    Item 9.      Changes in and Disagreements With Accountants
                 on Accounting and Financial Disclosure...............

PART III

    Item 10.     Directors and Executive Officers
                 of the Registrant....................................

    Item 11.     Executive Compensation...............................

    Item 12.     Security Ownership of Certain Beneficial
                 Owners and Management................................

    Item 13.     Certain Relationships and Related Transactions.......

PART IV

    Item 14.     Exhibits, Financial Statement Schedules,
                 and Reports on Form 8-K..............................

Signatures       .....................................................

<PAGE>


Except for the historical information contained herein, the following 
discussion contains forward-looking statements that involve risks and 
uncertainties.  When used herein, the words, "intend," "anticipate," 
"believe," "estimate" and "expect" and similar expressions as they 
relate to the Company are intended to identify such forward-looking 
statements.  The Company's actual results, performance or achievements 
could differ materially from those discussed here. Factors that could 
cause or contribute to such differences include, but are not limited to, 
those discussed in Item 1, "Business" as well as Item 7, "Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations."

PART I

ITEM 1.  BUSINESS

Introduction

BEI Technologies ("Technologies" or the "Company") was incorporated in 
Delaware in June 1997 and became publicly held on September 27, 1997 as a 
result of the tax-free distribution of all of the outstanding common stock 
of Technologies to the holders of record of BEI Electronics, Inc. (now 
named BEI Medical Systems Company, Inc.)  ("Electronics") common stock on 
September 24, 1997, on a basis of one share of Technologies common stock 
for every one share of Electronics common stock outstanding on that date 
(the "Distribution").  For further information including copies of the 
agreements governing ongoing relationships between Technologies and 
Electronics, see Form 10 "General Form for Registration of Securities," as 
amended (the "Form 10"), dated September 23, 1997, filed with the 
Securities Exchange Commission.

        The principal business and continuing operations of Technologies are 
carried out by its 100% owned subsidiary, BEI Sensors & Systems Company, 
Inc. ("Sensors & Systems") which designs, manufactures and sells 
electronic devices that provide vital sensory input for the control 
systems of advanced machinery and automation systems.  These sensors, most 
of which are concerned with physical motion, provide information that is 
essential to logical, safe and efficient operation of sophisticated 
machinery.  Technologies' discontinued operations consisted of the rocket 
manufacturing operations of its wholly owned subsidiary, Defense Systems 
Company ("Defense Systems").

The Company's long-term strategy is to provide, on a global basis, 
selected advanced intelligent sensors and subsystems based on proprietary 
technologies.  Management believes that intelligent sensory input to 
machine control systems and computers will be increasingly crucial to the 
productive functioning of a modern economy.  Accordingly, Sensors & 
Systems' goal is to maintain, develop and acquire a diverse offering of 
advanced sensor products, and manufacture and sell these with certain 
complementary products.  Finally, the Company intends to target 
technology-based, high margin niche markets for subsystems and end 
products in which its proprietary traditional sensors, micromachined 
sensors and complementary products play an enabling role.  The Company's 
near term initiatives include: (a) continued commercialization of the 
"yaw" quartz rate sensor for the automotive industry (as described below); 
(b) development and commercialization of other internally developed 
technologies that have broad industrial and commercial applications for 
the areas of pressure rate and position sensing and that management 
believes to be promising; and (c) expansion of the product line through 
synergistic acquisitions of complementary technologies.

A key feature of the Company's strategy is to be recognized worldwide 
as the most capable source for the sensor categories it has selected.  Its 
traditional emphasis is on highly engineered motion sensing components and 
assemblies. The Company believes it differentiates itself by offering (a) 
superior technology to solve a customer problem (including innovative 
proprietary technology); (b) quality service; and (c) engineering 
expertise in recommending and prescribing technical solutions for its 
customers' applications.  Sensors' products are not sold as commodities. 
Its strategy is to provide technical solutions and customer service that, 
together with the products themselves, create value and give the customer 
confidence that the product has been expertly prescribed and applied.

By way of more specific examples, the Company's engineers regularly 
address the following illustrative machine control requirements of 
customers:

(1) A pick and place robot needs to know how far its elbow and wrist 
joints have moved in order to control the speed and position of its 
"hand".


(2) After a power outage, an elevator system needs to know exactly 
where each car is before permitting motion to resume.  (Is the car between 
floors or not?  Are the doors open or closed?)  In both the foregoing 
examples, the Company's encoders could measure speed, distance, or exact 
location.

(3) An antenna on a moving ship needs to be actively stabilized so that 
the antenna will continuously point at a satellite or another ship's 
pencil beam laser signal.  For such an application the Company might 
provide its proprietary GyroChip quartz rate sensor.  It might also 
provide motor-encoders and actuators to drive the compensating action of 
such a system.

(4) Some luxury automobiles now have computer-controlled stability 
enhancement systems to assist drivers in maintaining control of the 
vehicle in slippery conditions.  In some of these systems one of the 
Company's sensors tells the computer system the present direction and 
angle of the steering wheels, while another of the Company's sensors 
instantly measures and reports the presence of "yaw" forces which,if not 
corrected, could cause the vehicle to spin out or "fishtail".  The 
automation system in this case relies on sensors to compare the driver's 
indicated directions and the actual result.  The system can then take 
corrective action automatically.  Here the Company provides special 
GyroChip quartz sensors as well as encoder and potentiometer combinations.

(5) Advanced engine control systems in tractors, trucks, and materials 
handling and construction equipment need to know throttle position data in 
order to assure efficient and clean combustion and safe and reliable gear 
changes and other automated functions.  The Company's potentiometers 
provide the necessary throttle position data.

(6) Semiconductor production equipment requires extremely fast yet 
accurate control of start-move-stop action on x-y positioners and tools. 
The Company's magnetic actuators provide the energizing force for such 
tasks and, by incorporating a linear encoder, can measure travel and 
location.

(7) Process automation systems and various medical systems such as 
those for cryosurgery and respiration therapy require compact, high 
reliability pressure measurement and fast acting valves, which are 
accommodated by the Company's silicon pressure sensors and/or magnetic 
actuators.

Customers and Markets

The foregoing examples illustrate a few of the thousands of machine 
control situations for which the products of the Company are used.  
Customers who buy the Company's products are makers and users of many 
different kinds of machinery and systems used in diverse markets and 
industries.  Important market categories include factory automation, 
process automation, transportation (including cars, trucks, mass transit, 
construction and farm equipment), health care and scientific equipment, 
and military, aviation, space and telecommunications applications.

The Company considers its large number of customers and the vast scope 
of existing and potential applications for its products to be a source of 
the Company's existing business strength and an opportunity for 
substantial long-term growth.

The Company's brands have been well established in North America for 
many years and were distributed during the past fiscal year through 
Sensors & Systems' direct sales force to more than 9,000 different 
commercial customers, principally in the United States.  These customers 
included both end users and original equipment manufacturers.  The value 
of individual orders from commercial customers- which account for more than 
three fourths of total sales-is typically less than $100,000.

Sales from continuing operations to the U.S. Government (or prime 
contractors who manage government funded projects) represented 
approximately 17% of the Company's sales in fiscal 1998, 22% in fiscal 
1997 and 27% in fiscal 1996.  No commercial customer accounted for more 
than 10% of sales in fiscal year 1998, 1997 or 1996.  The Company sold 
approximately 14% of its products in international markets.  The Company 
acquired a European-based manufacturer whose complementary products and 
established brand identity should increase the Company's penetration of 
international markets in fiscal year 1999.


The Company also seeks to use its proprietary sensor capabilities to 
create value-added subsystems or products. The goal is to make such high 
margin products, enabled by the Company's proprietary technology, a 
growing part of the Company's business.  For example, the Company's 
success in providing components for pointing and stabilizing 
telecommunications antennae has led to it exploring the market for a 
proprietary stabilized platform the Company may offer as a product.

Products and Proprietary Systems

The Company's main product groups may be categorized as follows:

1.      Traditional sensors and complementary products,

2.      Micromachined sensors, and

3.      Engineered subsystems (such as inertial measurement units, scanner 
        assemblies, electronic servo control systems, trackballs and
        cryocoolers)

A more detailed description of the products and systems designed, 
manufactured and sold by the Company follows below:

Traditional Sensors and Complementary Products:

Shaft Encoders.  Shaft encoders translate the motion of rotating shafts 
directly into digitally coded electronic signals.  These digitally coded 
signals facilitate interpretation of the sensed motion by microcomputer 
processors that are used to control the operation of machinery and 
equipment. Sensors & Systems offers a wide array of encoders to serve a 
variety of applications.  The most common applications are for factory 
automation, office automation, and transportation equipment, but 
specialized versions are also used for military and space hardware.  
Value-added assemblies which employ shaft encoders include servo motors 
and servo drive electronic control systems.

Precision Potentiometers.  Similar in basic function to encoders, 
potentiometers measure motion by analog (not digital) changes in 
electrical potential.  These changes may sometimes be subsequently 
translated into digital code. Potentiometers are used as economical motion 
or position-sensing devices for throttle, steering, suspension, and seat 
and mirror position controls in automobiles and in some heavy equipment, 
such as earth movers, and construction and farm machinery.  They are also 
used as position sensors in such applications as actuators on molding 
presses, saw mills and numerous other types of industrial equipment and in 
oil well logging calipers.  Incorporating Sensors & Systems' potentiometer 
technology with its proprietary shaft encoder technology has resulted in 
a highly engineered steering wheel position sensor used for intelligent 
stability control systems for automobiles and steer-by-wire off-road 
transportation programs.

Magnetic Actuators.  Magnetic actuators are used in place of cams or 
solenoids to achieve precise control of short stroke linear or limited 
rotary motion.  Actuators using very high-energy magnets are also produced 
for specialized applications requiring intense force, torque or 
acceleration relative to the size of the device.

Brushless DC Motors.  Brushless DC Motors give high performance and 
efficiency in compact, lightweight packages and ease of interface with 
microprocessors.  The motors, which feature high-energy magnets, are 
characterized by long life and low acoustic and electrical noise.  They 
are well suited to high speed, high reliability applications, such as in 
respiration therapy equipment  where the risk of dust from a brush motor 
could be troublesome or where electrical noise could disrupt computers or 
computer-controlled equipment.

Accelerometers.  Accelerometers and rate sensors using traditional 
mechanical technology (e.g., a moving mass suspended by a pivot and jewel 
mechanism) rely on the movement of complex machined metallic parts to 
measure motion.




    Micromachined Sensors:

Rate Sensors and Accelerometers.  These products provide precise and 
reliable measurement of minute linear and angular motion for control, 
guidance and instrumentation. In general, these devices operate without 
need for direct linkage to the driving mechanisms.  Such measurements are 
required for heading and attitude reference instruments in aircraft and 
missiles, stabilization of satellites, pointing and control of antennae on 
aircraft, ships and other moving platforms, navigation of oil well drill 
bit assemblies, and for intelligent vehicle stability systems in the 
automotive industry.  In contrast, Sensors & Systems' miniature, solid 
state accelerometers and rate sensors are based on innovative and 
proprietary chemical micro-machining of a single element from crystalline 
quartz using photolithographic methods similar to those used in the 
manufacture of silicon semiconductor chips.  The advantages of quartz rate 
sensors and accelerometers over traditional mechanical units are increased 
reliability, reduced size, and lower production and life cycle costs.

BEI GyroChip Sensors.  The Company's family of GyroChip quartz rate 
sensors ("QRS"), developed primarily to accommodate the need for reliable 
and high precision yet economical gyros, have found use in such varied 
requirements as navigation of autonomous (robotic) guided vehicles, ocean 
buoy and sea-state monitoring, and stabilization of pointing systems for 
antennas and optical systems.  The most frequent use of GyroChip units is 
as yaw sensors in stability control or spinout prevention systems for 
automobiles (the automotive quartz rate sensor or "AQRS").  GyroChip 
sensors provide performance suitable for commercial applications while 
offering ruggedness, longer life and smaller size at a lower cost than 
military versions of quartz rate sensors.

Pressure Sensors.  Pressure sensors measure absolute or differential 
pressure from vacuum to 10,000 psi. Various sensing technologies are used 
including silicon micromachined systems used for commercial and industrial 
markets. The Company provides standard products as well as application 
specific solutions to pressure measurement requirements.

Micro-Electromechanical Systems (MEMS).  MEMS are a new category of 
ultra small devices, usually micro-machined from crystalline materials 
such as quartz or silicon.  The GyroChip sensors and other quartz devices 
discussed above are examples of MEMS currently being sold by Technologies. 
Management expects the Company's MEMS research and development programs 
to lead to new devices for sensing motion, pressure and other physical 
parameters.

Engineered Subsystems:

Inertial Measurement Units (IMU's).  These subsystems are a fundamental 
element of virtually all inertial navigation and position or attitude 
reporting systems.  Even systems that rely on the Global Positioning 
Satellite (GPS) network frequently must have an IMU built in to assure a 
back up in case the GPS signal is interrupted.  Technologies' quartz rate 
sensors have made new breakthroughs in size, reliability and cost for the 
proprietary IMU subsystems it sells.

Scanner Assemblies.  Scanner assemblies are an integral subsystem of 
the optics in military night vision systems that guide the infrared image 
to the focal plane sensor array.  These subsystems consist of spinning or 
reciprocating mirrors, a motor and an encoder in a precision servo loop. 
The Company's motion control know-how helps assure that the scanner 
delivers jitter-free, well-resolved images.

Servo Systems.  Servo Systems are closed-loop electronic systems that 
control the position or velocity of rotating shafts or other moving parts 
by noting a desired rate of movement or position (usually input from 
computers or keyboards), monitoring the actual position or rate of 
movement (using an appropriate encoder or other sensor) and constantly 
providing feedback that indicates whether further action is required to 
achieve or maintain the desired performance has been achieved.

Trackballs.  BEI's trackballs have flexible and rugged designs that 
allow them to be an integral part of a keyboard as well as stand-alone 
cursor positioners.  They are used in ultra-sound scanning machines, 
factory automation and defense applications.  The flexibility is provided 
by the interface electronics design that accommodates various standard and 
customized interfaces and rugged performance is provided by a proprietary 
ball sealing technique that allows operation in harsh environments.


Cryocoolers.  The Company's proprietary, compact and lightweight 
stirling cycle refrigerators are designed for cooling advanced electronic 
vision sensors to liquid nitrogen temperatures.  These cryocoolers are 
utilized in infrared cameras used in surveillance, night vision pilotage 
systems and superconducting applications.

Backlog

Backlog of the Company's continuing business, conducted by Sensors & 
Systems, at October 3, 1998 and at September 27, 1997, was $58,854,000 and 
$46,696,000, respectively.

The Company's commercial operations typically ship standard products 
within 30 to 90 days after receipt of a purchase authorization.  
Management of the Company believes that its competitive position depends 
in part on minimizing the time that elapses between receipt and shipment 
of an order.  Products that require special analysis, design or testing, 
such as those produced for customers in the aviation, defense or space 
technology markets, are generally shipped from six to eighteen months 
after receipt of the purchase authorization.

Backlog includes aggregate contract revenues remaining to be earned by 
the Company, principally over the next twelve months, for scheduled 
deliveries under existing contracts.  Some contracts undertaken by Sensors 
& Systems extend beyond one year.  Accordingly, portions of certain 
contracts are carried forward from one year to the next as part of 
backlog.  Approximately 87% of the backlog as of October 3, 1998 is 
scheduled for shipment during fiscal 1999; all of the remainder of the 
backlog is scheduled for shipment during fiscal 2000.

In the case of U.S. Government contracts, backlog includes only the 
applicable portion of contracts that are fully funded by a procuring 
Government agency.  All U.S. Government contracts and subcontracts are 
subject to termination by the U.S. Government for convenience.  There can 
be no assurance that all existing contract backlog will eventually result 
in revenue and, accordingly, the amount of backlog at any date is not 
necessarily a reliable indicator of future revenue or profitability 
trends.

Competition

Competitors for various products offered by the Company are found among 
certain divisions or product lines of large, diversified companies such as 
Allied-Signal, Danaher Corp., Honeywell, Litton, Rockwell International 
and Panasonic.  There are smaller or product-specific companies, some of 
whose products compete, including Sensor Systems LLC, CTS Corp., Dynamics 
Research Corp., Heidenhain, Kollmorgen, Kulite Semiconductor, Pacific 
Scientific, Servo Magnetics Corp., Bourns, and Druck, Inc.

In its principal markets, the Company believes that competition is 
based primarily on design, performance, reliability, price, delivery, 
service and support.  The Company believes that it competes favorably with 
respect to these factors.

Manufacturing

The Company's manufacturing operations provide a mix of standard 
catalog products and products designed to meet the specialized 
requirements of a particular customer.  The Company's products, whether 
standard or "custom", are normally manufactured in response to customers' 
orders and are in general not held as finished goods.  Most are assembled 
from parts or subassemblies that are proprietary to the Company.  A 
special code pattern generator designed by and proprietary to the Company 
is used to produce shaft encoder parts.  Special quartz micromachining 
equipment is used for the production of QRS units.  Special high 
throughput automated or semi-automated equipment is used for the 
production of QRS assemblies, brushless motors and potentiometers. Some 
parts are fabricated under clean room conditions.

The Company's production of automotive yaw sensors requires scaling-up 
its normal production to the quantities required by the automobile market. 
The Company has initiated production engineering measures to support the 
fabrication, assembly, and testing of new sensors in the appropriate 
quantities.  There can be no assurance that the Company will be able to 
produce the required quantities on time or in sufficient amounts to 
satisfy demand.  Failure to do so would have a material adverse effect on 
the Company's business, financial condition and results of operations. See 
"Business - Risk Factors --  Limited Manufacturing Experience; Scale-Up 
Risk; Product Recall Risk."

Research and Development

The major research and development focus has been to improve 
performance and yield of existing products, with special emphasis on the 
quartz sensors used in high accuracy IMU's and high volume yaw rate 
sensors for the automotive industry.  Substantial effort has also been 
devoted to the development of manufacturing methods necessary to deliver 
competitive prices and quality in the automotive market.  Other 
development has focused on expanding applications of existing sensors and 
utilizing the Company's various complementary products to create the 
capability to electronically stabilize platforms.

The Company has also produced prototypes of future products 
incorporating silicon MEMS geared towards next generation requirements for 
automotive, medical, industrial and aerospace markets.

Management of the Company believes that its future success will depend 
in part on its ability to continue to enhance its existing products, and 
to develop and introduce new products that maintain technological 
leadership, meet a wider range of customer needs and achieve market 
acceptance.  Accordingly, the Company's internally funded research, 
development and related engineering expenditures were approximately $6.4 
million, $4.9 million and $3.6 million in fiscal 1998, 1997 and 1996, 
respectively.  In addition, customer funded research and development 
expenditures charged to cost of sales were $0.9 million, $1.1 million and 
$3.0 million, respectively, for the same periods. Development of the 
quartz rate sensor comprised most of prior years' customer funded research 
and development expenditures.  As these sensors have gone from development 
to production, there has been a corresponding decrease in customer funded 
research and development expenditures.

Employees

As of October 3, 1998, the units comprising Technologies had 1,107 
employees, including 125 in research, development and engineering, 69 in 
administration, 76 in marketing and sales, and 837 in operations.  The 
Company believes that its continued success depends on its ability to 
attract and retain highly qualified personnel.  The Company's employees 
are not covered by collective bargaining agreements.  The Company has not 
experienced any work stoppages and considers its relationship with its 
employees to be good.

Intellectual Property

The Company relies primarily upon trade secrets and know-how to develop 
and maintain its competitive position. In addition, the Company and its 
subsidiaries own 77 U.S. patents and 87 foreign patents with expiration 
dates ranging from December 1998 to August 2015.  Because many of these 
patents relate to technology that is important to certain of the Company's 
products, the Company considers these patents to be significant to its 
business.

While management believes that the Company's intellectual property 
rights are important, management also believes that because of the rapid 
pace of technological change in the industries in which the Company 
competes, factors such as innovative skills, technical expertise, the 
ability to adapt quickly to technological change and evolving customer 
requirements, product support and customer relations are of equal 
competitive significance.

Environmental Matters

The Company uses certain controlled or hazardous materials in its 
research and manufacturing operations and, as a result, is subject to 
federal, state and local regulations governing the storage, use and 
disposal of such materials. Management of the Company believes that it is 
currently in compliance with such laws and regulations, and that the cost 
of such compliance has not had a material effect on the Company's capital 
expenditures, earnings or competitive position, and is not expected to 
have a material adverse effect in the foreseeable future.

Government Regulation

The Company is subject to significant regulation by the U.S. Government 
with respect to a variety of matters affecting its business, including the 
matters set forth below and as discussed in the "Risk Factors--Contracting 
with the U.S. Government" below.

Facility Security Clearance

The Company has several facility security clearances from the U.S. 
Government.  A portion of the Company's net sales in fiscal 1998, 1997 and 
1996 was derived from work for which this clearance was required.  
Continuation of this clearance requires that the Company remain free from 
foreign ownership, control or influence (FOCI).  In addition, the Company 
is required to comply with the regulations promulgated by the Defense 
Investigative Service (DIS), which relate, in large part, to the Company's 
control of classified documents and other information.  Management does 
not believe that there is presently any substantial risk of FOCI or DIS 
noncompliance that would cause any of its security clearances to be 
revoked.

Regulation of Foreign Sales

Certain of Sensors and Systems' exports are subject to restrictions 
contained in the U.S. Department of State's International Traffic in Arms 
Regulations and require export licenses in order to be sold abroad.  
Non-defense related foreign sales are generally governed by the Bureau of 
Export Administration of the U.S. Commerce Department , which also 
frequently requires export licenses.  The Company's net sales from 
continuing operations to foreign customers constituted approximately 
14.0%, 11.8% and 11.3% of revenues for fiscal 1998, 1997 and 1996, 
respectively.  To date, the Company has not experienced any significant 
difficulties in obtaining the requisite licenses.  In addition, the 
Company is subject to the Foreign Corrupt Practices Act, which prohibits 
payments or offers of payments to foreign officials for the purpose of 
influencing an act or decision by a foreign government, politician or 
political party in order to assist in obtaining, retaining or directing 
business to any person.

RISK FACTORS

Competition

Competitors for various products offered by Technologies are noted 
above under "Business--Competition".  In addition, the Company also may 
compete with manufacturers of competing technologies, such as resolvers, 
inductosyns, laser and fiber optic gyros and magnetic encoders.  Many of 
the Company's existing competitors in each market, and also a number of 
potential entrants into these markets, have significantly greater 
financial resources and manufacturing capabilities, are more established, 
have larger marketing and sales organizations and larger technical staffs. 
There can be no assurance that other companies will not develop more 
sophisticated, more cost-effective or otherwise superior products which 
could have a material adverse effect on the Company's business, financial 
condition and results of operations.

Limited Manufacturing Experience; Scale-Up Risk; Product Recall Risk

Technologies is continuing the process of scaling up production of its 
automotive yaw sensors for the quantities required by the automobile 
market.  The Company has relatively limited experience in large-scale 
manufacturing.  The Company currently manufactures moderate quantities of 
its automotive quartz rate sensor in the Concord, California facility.  
The Company has encountered difficulties in scaling up production of the 
AQRS, including problems involving production yields, component supplies 
and shortages of qualified personnel.  There can be no assurance that 
future manufacturing difficulties or product recalls, either of which 
could have a material adverse effect on the Company's business, financial 
condition and results of operations, will not occur.

Research and Development

The Company depends in part on its research and development initiatives 
to provide new products and product improvements which will maintain the 
Company's favorable reputation in its various markets.  There can be no 
assurance that the outcome of its research and development activity will 
yield the desired results.

Manufacturing Processes and Equipment

The Company manufactures certain products such as quartz rate sensors 
and some shaft encoders using highly complex proprietary processes and 
equipment.  The possibility exists that equipment could be damaged or that 
process disciplines and controls could be temporarily lost.  Such events 
could disrupt production, which could have a material adverse effect on 
the Company's business and results of operations.


Dependence Upon Key Personnel

The Company is dependent upon a number of key management and technical 
personnel.  The loss of the services of one or more key employees could 
have a material adverse effect on the Company.  The Company's success will 
also depend on its ability to attract and retain additional highly 
qualified management and technical personnel.  The Company faces intense 
competition for qualified personnel, many of whom are often subject to 
offers from competing employers.  There can be no assurance that the 
Company will be able to retain its key employees, or that it will be able 
to attract or retain additional skilled personnel as required.  The 
Company does not currently maintain key person insurance on any employee. 
See "Business--Employees" and "Business--Directors and Executive Officers 
of the Company."

Dependence Upon Key Suppliers

Although the majority of the components used in Company products are 
available from multiple sources, several components are built or provided 
to Technologies' specifications. Such components include quartz, supplied 
by Sawyer Research Products, Inc.; scanner motors, supplied by Litton 
Industries, Inc.; four types of ASIC's, supplied by National Semiconductor 
Corporation, Orbit Semiconductor, Honeywell Inc. and Semtech Corp.; and 
two types of LED's, supplied by Optek Technology, Inc. and Opto Diode 
Corp.  While the Company currently relies on single suppliers for these 
components, in each instance, the Company is aware of alternative 
suppliers and believes the components could be manufactured by these 
alternative suppliers with minimal supply reduction should the need arise 
to change vendors.  To date, the Company has not experienced any 
significant interruptions in the supply of these components, but there can 
be no assurance that there will not be a significant disruption in the 
supply of such components in the future, or in the event of such 
disruption, that the Company will be able to locate alternative suppliers 
of the components with the same quality at an acceptable price.  An 
interruption in the supply of components used in the manufacture of the 
Company's products, particularly as the Company scales up its 
manufacturing activities in support of commercial sales, could have a 
material adverse effect on the Company's business, financial condition and 
results of operations.

Dependence Upon Key Customers

Approximately 10% of the net sales of the Company in fiscal 1998 were 
to two customers for the automotive quartz rate sensor product used in 
automobile stability systems.  This concentration is expected to expand in 
fiscal 1999 and beyond under contracts with these two customers.  The 
Company continues to increase production of the AQRS (see "Business - Risk 
Factors - Limited Manufacturing Experience; Scale-Up Risk; Product Recall 
Risk") to meet the requirements of these contracts.  There can be no 
assurance that the Company will be able to retain these contracts or that 
the product will continue to achieve continuing growth beyond the end of 
the current contracts, either of which could have a material adverse 
effect on the Company's business, financial condition and results of 
operations.

Contracting with the U.S. Government

Approximately 17%, 22% and 27% of the net sales of units comprising the 
continuing operations of Technologies in fiscal 1998, 1997 and 1996, 
respectively, were derived from contracts with the U.S. Government or 
under subcontract to other prime contractors to the U.S. Government.  
Because a significant portion of Technologies' business is derived from 
contracts with the Department of Defense or other agencies of the U.S. 
Government, the Company's business is sensitive to changes in U.S. 
Government spending policies which can have significant variations from 
year to year.  At various times, the Company's results have been adversely 
affected by contract cutbacks and there can be no assurance that the 
Company's results of operations will not in the future be materially and 
adversely affected by changes in U.S. Government procurement policies or 
reductions in U.S. Government expenditures for products furnished by the 
Company.

Under applicable regulations, various audit agencies of the U.S. 
Government conduct regular audits of contractors' compliance with a 
variety of U.S. Government regulations.  The U.S. Government also has the 
right to review retroactively the cost records under most U.S. Government 
contracts.  Contract prices may be adjusted in the event the U.S. 
Government determines that the Company submits incomplete, inaccurate or 
obsolete cost or pricing data.  Government contracts and subcontracts 
generally provide for either a fixed price, negotiated fixed price or 
cost-plus-fixed-fee basis for remuneration.  The majority of the contracts 
with the U.S. Government are competitive fixed price or negotiated fixed 
price contracts, although cost-plus-fixed-fee contracts were approximately 
3% of the Company's net sales from continuing operations in fiscal 1998. 
For fixed price contracts, the Company bears the risk of cost overruns 
and derives the benefits from cost savings.  As a result, greater risks 
are involved under fixed price contracts than under cost-plus contracts 
because failure to anticipate technical problems, estimate costs 
accurately or control costs during contract performance may reduce or 
eliminate the contemplated profit or may result in a loss.

All U.S. Government contracts contain termination clauses that allow 
the contract to be terminated either for contractor default or for the 
convenience of the U.S. Government.  In the event of termination for the 
convenience of the Government, the clause typically provides that the 
contractor will receive payment for work-in-progress, including profit. 
To date, termination of Sensors & Systems' contracts by the U.S. 
Government has not had any significant effect on the Company's financial 
results.  However, no assurance can be given that such terminations will 
not have a materially adverse effect on the Company's results of 
operations in the future.

Portions of the Company's government business are sometimes classified. 
As a result, the Company may be prohibited from disclosing the substance 
or status of such business.





DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     The directors  and  executive  officers of the Company and their ages as of
December 1, 1998 are as follows:

               Name                  Age                Position
----------------------------------- ------ ----------------------------------
   Charles Crocker.................    59  President, Chief Executive Officer
                                           and Chairman of the Board of
                                           Directors
   Gary D. Wrench..................    65  Senior Vice President, Chief
                                           Financial Officer and Director
   Dr. Asad Madni..................    51  Vice President and Director
   Richard M. Brooks(1)(2).........    70  Director
   George S. Brown(2)..............    77  Director
   C. Joseph Giroir, Jr.(1)(2).....    59  Director
   Dr. William G. Howard, Jr.(1)...    57  Director
   Dr. Robert Mehrabian(1).........    57  Director
   Dr. Lawrence A. Wan.............    60  Vice  President, Chief Technical
                                           Officer
   Robert R. Corr..................    52  Secretary, Treasurer & Controller

---------
(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee



Directors

Mr. Crocker began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He was a founder of Electronics and has served as 
Chairman of the Board of Directors of Electronics since October 1974 and 
Chairman of the Board of Directors of Technologies since October 1997.  
Mr. Crocker assumed the positions of President and Chief Executive Officer 
of Technologies, effective October 1, 1997, after resigning as President 
and CEO of Electronics as a result of the Distribution.  Mr. Crocker 
served as President of Crocker Capital Corporation, a Small Business 
Investment Company, from 1970 to 1985, and as General Partner of Crocker 
Associates, a venture capital investment partnership, from 1970 to 1990. 
He currently serves as a director of Fiduciary Trust Company 
International, Pope & Talbot, Inc. and KeraVision.  Mr. Crocker holds a 
B.S. from Stanford University and a M.B.A. from the University of 
California, Berkeley.

Mr. Wrench began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He was Senior Vice President and Chief Financial Officer 
of Electronics from July 1993 until his resignation as a result of the 
Distribution.  He currently holds these same positions with Technologies. 
He served as a Director of Electronics since February 1986, and continues 
to serve as a director of both Electronics (now named BEI Medical Systems 
Company, Inc.) and Technologies.  From April 1985 to July 1993, he served 
as Vice President of Electronics and President and Chief Executive Officer 
of BEI Motion Systems Company, Inc., then a wholly owned subsidiary of 
Electronics that is now a part of Sensors & Systems.  Other experience 
includes twenty years with Hughes Aircraft Company.  Mr. Wrench holds a 
B.A. from Pomona College and a M.B.A. from the University of California, 
Los Angeles.

Dr. Madni began serving as a Director and as a Vice President of the 
Company in June 1997 prior to the Distribution and resulting spin-off of 
the Company from Electronics in September 1997.  Dr. Madni was appointed 
President of Sensors & Systems in October 1993, which was formed by the 
consolidation of BEI Motion Systems Company and the BEI Sensors and 
Controls Group, of which Dr. Madni had been President since October 1992. 
Prior to joining BEI in 1992, he served for 17 years in various executive 
and technical management positions with Systron Donner Corporation, a 
manufacturer of avionics and aerospace sensors and subsystems.  He was 
most recently Chairman, President and CEO of Systron Donner Corporation, 
a subsidiary of Thorn/EMI.  Dr. Madni's degrees include a Bachelor of 
Science and Master of Science in Engineering from the University of 
California, Los Angeles and a Ph.D. in Engineering from California Coast 
University.  He is also a graduate of the Program for Senior Executives 
from the Massachusetts Institute of Technology, Sloan School of 
Management.  He is a fellow of the Institute of Electrical and Electronics 
Engineers.

Mr. Brooks is currently an independent financial consultant.  He began 
serving as a Director in June 1997 prior to the Distribution and resulting 
spin-off of the Company from Electronics in September 1997.  From 1987 
until his resignation as a result of the Distribution, he served as a 
director of Electronics.  From 1987 to 1990 he served as President of SFA 
Management Corporation, the managing general partner of St. Francis 
Associates, an investment partnership.  He currently serves as a director 
of Longs Drug Store Corporation, Granite Construction, Incorporated and 
the Western Farm Credit Bank, a private company.  Mr. Brooks holds a B.S. 
from Yale University and a M.B.A. from the University of California, 
Berkeley.

Mr. Brown began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He served as a director of Electronics from October 1974 
until his resignation as a result of the Distribution.  Mr. Brown served 
as President and Chief Executive Officer of Electronics from October 1974 
until July 1990.  Mr. Brown served from 1971 until 1974 as Executive Vice 
President and General Manager of Baldwin Electronics, Inc., a subsidiary 
of D.H. Baldwin Company and the predecessor of Electronics.  Mr. Brown 
holds a B.S.E.E. from the University of Oklahoma.

Mr. Giroir began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He was a director of Electronics from 1978 until his 
resignation as a result of the Distribution.  He served as Secretary of 
Electronics from 1974 to early 1995.  He is currently of counsel of the 
law firm of Giroir, Gregory, Holmes & Hoover, PLC.  Mr. Giroir is also 
President of Arkansas International Development Corporation II, LLC.  Mr. 
Giroir holds a B.A. and an L.L.B. from the University of Arkansas and an 
L.L.M. from Georgetown University.

Dr. Howard began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He was a director of Electronics from December 1992 until 
his resignation as a result of the Distribution.  He is currently an 
independent consulting engineer in microelectronics and technology-based 
business planning.  From 1987 to 1990, Dr. Howard served as Senior Fellow 
of the National Academy of Engineering and, prior to that time, held 
various technical and management positions with Motorola, Inc., most 
recently as Senior Vice President and Director of Research and 
Development.  He currently serves as Chairman of RAMTRON International 
Corp. and as a director of Credence Systems, Inc., VLSI Technologies, 
Inc., and Xilinx, Inc.  Dr. Howard holds a B.E.E. and a M.S. from Cornell 
University and a Ph.D. in electrical engineering and computer sciences 
from the University of California, Berkeley.

Dr. Mehrabian began serving as a Director in June 1997 prior to the 
Distribution and resulting spin-off of the Company from Electronics in 
September 1997.  He was a director of Electronics from June 1997 until his 
resignation as a result of the Distribution.  He is Executive Vice 
President and Executive in charge of the Aeronautics, Electronic and 
Industrial segments of Allegheny Teledyne, Inc.  From 1990 through June 
1997, he was president of Carnegie Mellon University. He is an 
internationally recognized materials scientist, with numerous awards 
including membership in the National Academy of Engineering. He serves on 
the boards of directors of Allegheny Teledyne, Inc., Mellon Bank 
Corporation, Mellon Bank, N.A., and PPG Industries.  Dr. Mehrabian holds 
B.S. and Sc.D. degrees from Massachusetts Institute of Technology (MIT).


Staggered Board of Directors

The Company has a staggered Board of Directors, which may have the 
effect of deterring hostile takeovers or delaying changes in control of 
management of the Company.  For purposes of determining their term of 
office, directors are divided into three classes, with the term of office 
of the Class II directors to expire at the 1999 annual meeting of 
stockholders, and the term of office of the Class III directors to expire 
at the 2000 annual meeting of stockholders and the term of office of the 
Class I directors to expire at the 2001 annual meeting of stockholders. 
Class II consists of Mr. Giroir, Dr. Madni and Mr. Wrench; Class III 
consists of Mr. Brooks, Dr. Howard and Dr. Mehrabian and Class I consists 
of Mr. Brown and Mr. Crocker.  Directors elected to succeed those 
directors whose terms expire will be elected to a three year term of 
office.  All directors hold office until the next annual meeting of 
stockholders at which their terms expire and until their successors have 
been duly elected and qualified.  Executive officers serve at the 
discretion of the Board. There are no family relationships between any of 
the officers and directors.

Executive Officers

In addition to Messrs. Crocker and Wrench and Dr. Madni, whose 
positions with Technologies, experience and educational background are 
described under Directors above, the following persons are also 
Executive Officers of Technologies:

Dr. Wan is Vice President of Engineering for Sensors & Systems and is 
President of Sensors & Systems subsidiary, SiTek Inc.  Dr. Wan served as 
Vice President, Corporate Technology for Electronics from April 1991 until 
the Distribution in September 1997.  Dr. Wan resigned from his current 
position with Electronics immediately prior to the Distribution and is now 
Vice President, and Chief Technical Officer for Technologies and a 
director of Electronics (now named BEI Medical Systems Company, Inc.).  
From 1984 until 1990, Dr. Wan served as Vice President, Engineering for 
Systron Donner Corporation.  Between 1979 and 1984, he held various 
technical and general management positions with Systron Donner 
Corporation.  From 1968 to 1979, he served as Chief Executive Officer for 
Sycom, Inc. a commercial electronics company which he founded.  From 1964 
to 1968, he worked for Hughes Aircraft Company, where he headed the Radar 
Systems Section of the Hughes Ground Systems Group.  In 1962, Dr. Wan and 
two other professors established an Engineering School at University of 
California, Santa Barbara, where he also taught Engineering.  Dr. Wan 
holds B.S., M.S. and Ph.D. degrees in Engineering and Applied Sciences 
from Yale University.

Mr. Corr became Secretary, Treasurer and Controller of Technologies in 
September 1997 and held these same positions with Electronics prior to the 
Distribution in September 1997.  Mr. Corr resigned from his  positions 
with Electronics immediately prior to the Distribution.  Mr. Corr was 
named Secretary of Electronics in February 1995 and served as Controller 
from November 1989 and as Treasurer from November 1987 until the 
Distribution.   From 1978 to 1987, he was employed by AMPEX Corporation, 
an electronics and magnetic media company, in various financial positions. 
From 1975 to 1978, he was an auditor with Arthur Andersen LLP.  Mr. Corr 
received a B.B.A. from Loyola University and is a Certified Public 
Accountant in the State of California.

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                            Title                        Date
---------------------------  ---------------------------------------  ---------------
<S>                          <C>                                      <C>
          *                  President, Chief Executive               January 5, 1999
---------------------------  Officer and Chairman of the Board of
(Charles Crocker)            Directors (Principal Executive Officer)


          *                  Director                                 January 5, 1999
---------------------------
(Richard M. Brooks)


          *                  Director                                 January 5, 1999
---------------------------
(George S. Brown)


/s/ Robert R. Corr           Secretary, Treasurer & Controller        January 5, 1999
---------------------------  (Principal Accounting Officer)
(Robert R. Corr)


          *                  Director                                 January 5, 1999
---------------------------
(C. Joseph Giroir, Jr.)


          *                  Director                                 January 5, 1999
---------------------------
(William G. Howard, Jr.)


          *                  Director                                 January 5, 1999
---------------------------
(Asad M. Madni)


          *                  Director                                 January 5, 1999
---------------------------
(Robert Mehrabian)


/s/ Gary D. Wrench           Senior Vice President, Chief             January 5, 1999
---------------------------  Financial Officer and Director
(Gary D. Wrench)


             *  By: /s/ Gary D. Wrench                                 January 5, 1999
                ----------------------
                (Gary D. Wrench)
                ATTORNEY-IN-FACT
</TABLE>




















































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































    Print ASCII file to Edgar Directory
\e  {GOTO}a:a1~/WCS240~{CALC}/PF{ESC}c:\edgar\
    Bei9810k~
    RCARall~OOUML0~MR240~QAGQ/WCS71~

    NOTE:  Format text at 71 column width for ease of paper printing later


    Import ASCII text Files for Inclusion in 10-K
\i  /FIT{ESC}c:\edgar\10kinput\~{NAME}


    Build
\B  /FIT{ESC}c:\copy\~{NAME}