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

                                    FORM 10-K/A
                                 ( Amendment No. 2)

                                    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>



                              EXPLANATORY STATEMENT

This Amendment No. 2, filed on Form 10-K/A, to the Company's Form 10-K for 
the fiscal year ended October 3, 1998, contains Part III, Items 10, 11, 
12 and 13 of the Form 10-K.

                       TABLE OF CONTENTS
                                                                    Page
PART III

Item 10.        Directors and Executive Officers
                of the Registrant                                      3

Item 11.        Executive Compensation                                 3

Item 12.        Security Ownership of Certain Beneficial
                Owners and Management                                 10

Item 13.        Certain Relationships and Related Transactions        12

Signatures                                                            13


                                  2
<PAGE>

                      PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information with respect to the directors and executive officers 
is set forth in Part I of the report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting Compliance

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

To the Company's knowledge, based solely on a review of the copies 
of such reports furnished to the Company and written representations that 
no other reports were required, during the fiscal year ended October 3, 
1998, the Company's officers, directors and greater than ten percent 
beneficial owners complied with all applicable Section 16(a) filing 
requirements.

ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Directors

During fiscal 1998, each non-employee director of the Company 
received a monthly fee of $1,000.  Each non-employee director of the 
Company also received a fee of $500 for each Board meeting attended and 
for each committee meeting attended by that committee member and a fee of 
$250 for each telephone conference Board meeting in which such director 
participated.  In the fiscal year ended October 3, 1998, the total 
compensation paid by the Company to non-employee directors for services as 
directors was $71,500.  The members of the Board of Directors are eligible 
for reimbursement for their expenses incurred in connection with 
attendance at Board meetings in accordance with Company policy.

Nonstatutory stock options to purchase 10,735, 42,539 and 10,735 shares 
of the Company's Common Stock were issued to Mr. Brooks, Mr. Brown and
Mr. Giroir, respectively, when, as a result of the Distribution and
their agreement to become members of the Technologies' Board of
Directors, they were issued options exercisable for Technologies Common
Stock in exchange for the options exercisable for Electronics Common
Stock they had held prior to the Distribution.  The shares subject
to the options have an exercise price of $4.076 per share and were granted
on October 27, 1997.  The closing price of the Company's Common Stock
on the Nasdaq National Market System on that day was $11.875.  The 
vesting provisions and term of the options remained the same as those
issued by Electronics which were exchanged.  The shares subject to the
options vest annually over three years.  The options expire May 2, 1999. 
Compensation of Executive Officers.

        Summary of Compensation

The Company was organized under the laws of the state of Delaware on 
June 30, 1997 as a wholly-owned subsidiary of BEI Electronics, Inc., 
subsequently renamed BEI Medical Systems Company, Inc. ("Electronics"). 
The Company began independent operations on September 28, 1997 as a result 
of the distribution by Electronics of all of the outstanding stock of the
Company to the stockholders of Electronics (the "Distribution").  For further
information about the Distribution, see the Company's Form 10-12g " General
Form for Registration of Securities", as amended (File No. 0-22799) (the 
"Form 10"), the Company's Form 10-K Annual Report for the fiscal year ended
September 27, 1997 (the "10-K") and Note 1 of "Notes to Consolidated
Financial Statements" included in the 10-K.

As noted above, the Company became an independent public company on 
September 27, 1997 as a result of the Distribution.  Prior to that date, 
the businesses of the Company were controlled by Electronics and all 
compensation decisions for persons who are now executive officers of the 
Company were determined by Electronics.

The following table shows, for the fiscal years ended October 3, 
1998, September 27, 1997 and September 28, 1996, compensation awarded or 
paid to or earned by the Company's Chief Executive Officer and its four 
other most highly compensated executive officers (the "Named Executive 
Officers") for services rendered by them as executive officers of 
Technologies in the fiscal year ended October 3, 1998 and of Electronics 
in the fiscal years ended September 27, 1997 and September 28, 1996. The 
Named Executive Officers held positions with Electronics in fiscal years 
1997 and 1996 which were comparable in scope and responsibility to those 
held in the Company at the end of fiscal 1998. The Named Executive 

                                  3
<PAGE>

Officers did not earn compensation from the Company in fiscal 1997 and the 
Company did not exist in fiscal 1996.  The amounts reported below for 
fiscal 1997 and 1996 were earned by the individuals for services rendered 
to Electronics in those years and were paid by that entity.

                                  4
<PAGE>

<TABLE>
Summary Compensation Table
<CAPTION>
                                                Long Term
                                   Annual               Compensation
                                   Compensation(l)         Awards
                                                         Restricted                   Securities
                                                           Stock         All Other    Underlying
    Name and                            Salary(2)  Bonus   Awards(3)  Compensation(4)   Options
 Principal Position             Year      ($)      ($)       ($)             ($)           (#)
<S>                              <C>      <C>       <C>       <C>           <C>           <C>
Mr. Charles Crocker             1998    341,725   40,000           0       6,158             0   
   Chairman of the Board,       1997    341,400   50,000           0       4,707             0
   President and Chief          1996    260,775   35,000           0       3,252             0
   Executive Officer

Mr. Gary D. Wrench              1998    298,020   40,000           0       6,158        62,696
   Senior Vice President and    1997    282,000   80,000      63,750       5,102             0
   Chief Financial Officer      1996    264,000   35,000      48,750       4,370             0

Dr. Asad M. Madni               1998    303,406   40,000     120,000       6,240        21,472   
   Vice President               1997    290,239   65,000     315,000       5,823             0
   President, BEI Sensors &     1996    239,312   95,000      65,000       5,488             0
   Systems Company, Inc.

Dr. Lawrence A. Wan             1998    244,922   13,500      84,000       8,840             0
   Vice President,              1997    217,043   33,000      53,125       8,463             0
   Corporate Technology         1996    190,922   45,000      26,000       7,792             0

Mr. Robert R. Corr              1998    167,400   20,000      60,000       5,609         6,441
   Secretary, Treasurer         1997    159,600   45,000      31,875       4,400             0
   and Controller               1996    149,600   16,000      13,000       3,681             0

</TABLE>

(1)     As permitted by rules promulgated by the Commission, no amounts are 
shown for "Other Annual Compensation" because no Named Executive 
Officer received "perquisites" in an amount exceeding the lesser of 
10 % of bonus plus salary or $50,000.

(2)     Includes annual cash payments designated as automobile allowances, 
which did not exceed $12,000 for any individual in any year; also 
includes amounts earned but deferred at the election of the Named 
Executive Officer pursuant to the Company's Deferred Compensation 
Plan, and includes $31,550 of accrued vacation pay deferred by Dr. 
Madni.

(3)     Represents the dollar value of shares awarded, calculated by 
multiplying the market value based on the closing sales price on the 
date of grant by the number of shares awarded.  As a result of the 
Distribution each holder of restricted stock granted under 
Electronics' 1992 Restricted Stock Plan ("Electronics Restricted 
Stock") received vested and unvested shares of the Company's Common 
Stock in amounts equal to the number of vested and unvested shares 
of Electronics Restricted Stock held by such holder on the record 
date for the Distribution.  At October 3, 1998, the aggregate 
holdings and value of restricted stock held by the Named Executive 
Officers (based on the number of shares held at fiscal year-end 
multiplied by the closing sales price of the Company's Common Stock 
as reported on the Nasdaq National Market on October 2, 1998) was as 
follows:  Mr. Wrench, 13,868 shares, valued at $104,000; Dr. Madni, 
70,267 shares, valued at $527,003; Dr. Wan,  26,250 shares, valued 
at $196,875; Mr. Corr, 17,200 shares, valued at $129,000.  The 
restrictions on awards of restricted stock lapse with respect to 15% 
of the total number of shares per year on the first, second, third, 
fourth and fifth anniversaries of the date of grant and with respect 
to the remaining shares subject to such award on the sixth 

                                  5
<PAGE>

anniversary of the date of grant.  Dividends are paid on shares of 
restricted stock when, as and if the Board declares dividends on the 
Common Stock of the Company.


(4)     Includes $4,800, $4,800, $3,559, $4,222, and $4,774 paid in fiscal 
1998 to Messrs. Crocker, Wrench, Madni, Wan and Corr, respectively, 
and $3,253, $3,648, $3,675, $3,884 and $3,549 paid in fiscal 1997 
and $2,078, $3,000, $2,999, $3,164 and $2,988 paid in fiscal 1996 to 
Messrs. Crocker, Wrench, Madni, Wan and Corr, respectively, as a 
normal contribution pursuant to the Company's Retirement Savings 
Plan.  The remaining sum for each Named Executive Officer is 
attributable to premiums paid by the Company for group term life 
insurance.

        Stock Option Grants and Exercises

The Company granted options to its executive officers and key 
employees under the 1997 Equity Incentive Plan.  In connection with the 
Distribution, holders of options to purchase Common Stock of Electronics 
that were not exercised prior to the Distribution had such options 
converted to vested and unvested incentive stock options and nonstatutory 
stock options, as appropriate, to purchase the Company's Common Stock 
issued under the 1997 Equity Incentive Plan.  The number of shares of the 
Company's Common Stock subject to options issued in the conversion was 
determined by criteria which included the aggregate fair market value of 
the option on Electronics' Common Stock immediately prior to the 
Distribution and the intent to issue options on the Company's Common Stock 
that were not more favorable to the holder than those options held on 
Electronics' Common Stock that converted as a result of the Distribution. 
For further information, see "The Distribution -- Other Consequences of 
the Distribution -- Stock Options" in the Information Statement included 
as an exhibit to the Company's Form 10. The Company has not issued any stock 
appreciation rights.  As of December 31, 1998, options to purchase a total 
of 403,059 shares had been granted and were outstanding under the 1997 
Equity Incentive Plan and options to purchase 732,000 shares remained
available for grant thereunder.  The following tables show, for fiscal
1998, certain information regarding options for the Company's Common Stock
granted to, exercised by, and options held at year-end by the Named Executive
Officers.

<TABLE>
                          OPTION GRANTS IN FISCAL YEAR 1998

<CAPTION>

                           
                                                                    Potential Realizable Value at
             Number of   % of Total                                 Assumed Annual Rates of Stock
             Securities    Options              Market              Price Appreciation for Option
             Underlying  Granted to            Price at                       Term(3)                
               Options    Employees  Exercise  Date of   Expira-
               Granted    in Fiscal   Price     Grant     tion
   Name         (#)(1)     Year (2)   ($/Sh)    ($/Sh)    Date       0%          5%         10%
   <S>           <C>         <C>        <C>      <C>      <C>       <C>         <C>         <C>   

Mr. Crocker         0         --        --       --        --        --          --         --

Mr. Wrench     62,696(4)    22.8%     4.0760   11.875    5/02/99   488,966    528,711    569,913

Dr. Madni      21,472(4)     7.8%     6.7540   11.875   10/01/02   109,958    140,429    177,319

Dr. Wan             0         --        --       --        --        --          --         --

Mr. Corr        6,441(4)     2.3%     7.9180   11.875   5/15/01    25,487     30,434     36,060

</TABLE>

(1) Options generally vest annually over a 3-year period.  The options will
fully vest upon a change in control, as defined in the Company's 1997 Plan.

(2) Based upon options to purchase 275,436 shares issued to employees in
fiscal year 1998.  Does not include 64,009 options issued to directors in
fiscal year 1998.

(3) The potential realizable value is based on the term of the option at
its time of grant.  It is calculated by assuming that the stock price on
the date of grant appreciates at the indicated rate, compounded annually
for the entire term of the option and the option is exercised solely on
the last day of its term for the appreciated price.  These amounts 
represent certain assumed rates of appreciation less the exercise price,
in accordance with the rules of the SEC, and do not reflect the Company's
estimate or projection of future stock price performance.  Actual gains,
if any, are dependent on the actual future performance of the Company's
Common Stock and no gain to the optionee is possible unless the stock
price increases over the option term, which will benefit all stockholders.

(4) In connection with the Distribution, the Company issued options to
purchase a total of 339,445 shares of the Company's Common Stock in
exchange for options to purchase shares of Electronics Common Stock
that were outstanding at the time.  The new options issued by the
Company were priced based upon a conversion factor that reflected the
original exercise price of the options issued by Electronics, vest in
accordance with the vesting schedule of the options replaced, and assume
the same expiration date as the original options issued by Electronics.
At the time of the exchange, all of the options issued to the Named
Executive Officers were fully vested.

<TABLE>
        Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

<CAPTION>

                                        Number of Securities   Value of Unexercised In-
             Shares                    Underlying Unexercised    the-Money Options at
          Acquired on      Value       Options at FY-End (#)           FY-End($)
           Exercise      Realized           Exercisable/             Exercisable/
   Name      (#)(1)         ($)           Unexercisable(2)         Unexercisable(3)
   <S>        <C>           <C>                 <C>                     <C>

Mr. Crocker    0             0                  0/0                     0/0

Mr. Wrench  22,696        338,715            40,000/0               206,960/0    

Dr. Madni   21,472        247,142               0/0                     0/0

Dr. Wan        0             0                  0/0                     0/0

Mr. Corr       0             0                6,441/0                 8,579/0   

</TABLE>

(1)     The number of shares of the Company's Common Stock received upon 
        exercise of underlying options.

(2)     Includes both "in-the-money" and "out-of-the-money" options.

(3)     The fair market value of the underlying shares of the Company's 
        Common Stock on October 3, 1998, less 
        the exercise price.

                                  6
<PAGE>

                    Management Incentive Bonus Plan

The Company's Board of Directors adopted a Management Incentive 
Bonus Plan for fiscal 1998 ("MIB Plan") covering employees of the Company 
and Sensors & Systems.  On the basis of goals relating to return on 
equity, and subject to predetermined limits under the MIB Plan, the 
Company's Compensation Committee will, in its discretion, determine a bonus 
fund for each company following the end of the year.  Based upon 
recommendations from management of each company, the Compensation 
Committee may, in its discretion, approve individual awards to employees 
of the respective companies, subject to final approval by the Company's 
Board of Directors.

Incentive awards totaling approximately $461,500 were made with 
respect to the Company's fiscal year 1998. The amounts of such incentive 
payments to the Named Executive Officers are included in the "Bonus" 
column of the "Summary Compensation Table" under "Executive Compensation."

                         Employment Agreements

The employment arrangements between the Company and Mr. Wrench, 
Senior Vice President, Chief Financial Officer and a director of the 
Company, provide that if Mr. Wrench is terminated by the Company, he will 
receive from the Company his then full-time current salary for 12 months 
after such termination.

The employment arrangements between the Company and Dr. Madni, 
Vice President of the Company and President of Sensors & Systems, renew 
annually on the anniversary date of the agreement.  They further provide 
that if the Company terminates him without cause or a change in control of 
the Company occurs, and he executes a general release of liability, Dr. 
Madni will receive from the Company his then current full-time salary and 
medical, dental and life insurance benefits for the 12 months following 
the termination of his employment, his annual bonus prorated to the date 
of termination of his employment and an amount equal to the average of the 
bonuses paid Dr. Madni over the prior 3 completed fiscal years.  The 
employment arrangements include an agreement that Dr. Madni will refrain 
from activities of a competitive nature for a period of 2 years after 
termination of his employment with the Company.

          Executive Change of Control Benefits Agreements

The Company has entered into Executive Change of Control Benefits 
Agreements (the "Change of Control Agreements") with Messrs. Crocker, 
Corr, Madni, Wan and Wrench.  Pursuant to the terms of the Change of 
Control Agreements, each executive officer would receive a single payment 
equal to the sum of his annual salary and the average of his annual 
bonuses for the prior three years upon the occurrence of a voluntary 
termination of employment by the employee or an involuntary termination of 
employment without cause within 12 months after a change in control of the 
Company, as defined in the Change of Control Agreements.  In addition, the 
Company would pay medical benefits on behalf of the executive officer and 
his dependents until the executive officer is again employed, but not 
longer than 18 months.

                                  7
<PAGE>

Report of the Compensation Committee of the Board of Directors (1)

        The Compensation Committee is composed of Messrs. Brown, Brooks and 
Giroir.  The Committee is responsible for, among other things, setting the 
compensation of executive officers, including any stock based awards to 
such individuals under the Company's 1997 Equity Incentive Plan.

Executive Compensation Principles

        The Committee seeks to compensate executive officers in a manner 
designed to achieve the primary goal of the BEI Technologies, Inc. 
stockholders - increased stockholder value.  In furtherance of this goal, 
the Committee determined a compensation package that took into account 
both competitive and performance factors.  Annual compensation of 
Technologies executives is composed of salary and bonus, an approach 
consistent with the compensation programs of most electronics companies. 
A substantial portion of the cash compensation of each executive officer 
is contingent upon Technologies' performance.  Bonuses, therefore, could 
be substantial, could vary significantly from year to year, and could vary 
significantly among executive officers.  The Company's Compensation 
Committee continues to follow this approach and to be guided by the same 
principles.  Stock-based awards also continue to be a part of the 
Technologies' executive officers compensation.

Base Salary

        The Compensation Committee determined salaries for fiscal 1998 at 
its meeting of November 24, 1997, for all executive officers.  In adjusting 
the base salary of the executive officers, the Committee examined both 
competitive and qualitative factors relating to corporate and individual 
performance.  In connection with its examination of competitive factors, 
the Committee reviewed an independent survey of base salaries paid by 
other electronics companies of comparable size.  In many instances, 
assessment of qualitative factors necessarily involved a subjective 
assessment by the Committee.  In determining salary adjustments for 
executive officers for fiscal 1998, the Committee relied primarily on the 
evaluation and recommendation of Mr. Crocker of each officer's 
responsibilities for fiscal 1998 and performance during fiscal 1997.

Management Incentive Bonus Plan

        The Company's Board of Directors adopted a Management Incentive 
Bonus Plan (the "MIB Plan") for fiscal 1998 covering employees of the 
Company and of Sensors & Systems Company.  On the basis of goals relating 
to return on equity, and subject to predetermined limits under the MIB 
Plan, the Company's Compensation Committee will, in its discretion, 
determine a bonus fund for each company following the end of the year.  
Based upon recommendations from the management of each company, the 
Compensation Committee may, in its discretion, approve awards to employees 
of the respective companies, subject to final approval of the Company's 
Board of Directors.

        Incentive awards totaling $461,500 were made with respect to the 
Company's fiscal 1998 year.  Of that amount, $153,500 was awarded to the 
Named Executive Officers.

Chief Executive Officer Compensation

        In general, the factors utilized in determining Mr. Crocker's
compensation were similar to those applied to the other executive officers
in the manner described in the preceding paragraphs; however, a significant
percentage of his potential earnings was and continues to be subject to
consistent, positive, long-term performance of the Company.

Long Term Incentives

        The Company intends to use the 1997 Equity Incentive Plan to 
further align the interests of stockholders and management by creating 
common incentives based on the possession by management of a substantial 
economic interest in the long-term appreciation of the Company's stock. 
In determining the number of shares of Company common stock to be granted to
an executive officer pursuant to a restricted stock award or subject to a
stock option, the Committee will take into account the officer's position
and level of responsibility with the Company, the officer's existing holdings,


(1)
This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.

                                  8
<PAGE>


the potential reward to the officer if the stock appreciates in the public
market, the incentives to retain the officer's services to the Company, the 
competitiveness of the officer's overall compensation arrangements and 
the performance of the officer.  Based on a review of this mix of 
factors for fiscal 1998, the Committee granted incentive stock options to 
Mr. Wrench (4,000 shares), Mr. Corr (3,000 shares), Dr. Madni (5,000 
shares) and Dr. Wan (3,500 shares).  In addition, the Committee awarded 
restricted stock grants to Mr. Wrench (4,000 shares), Mr. Corr (3,000 
shares), Dr. Madni (5,000 shares) and Dr. Wan (3,500 shares).

        Section 162(m) of the Internal Revenue Code (the "Code") limits 
the Company to a deduction for federal tax purposes of no more than $1 
million of compensation paid to certain Named Executive Officers in a 
taxable year.  Compensation above $1 million may be deducted if it is 
"performance-based compensation" within the meaning of the Code.  The 
Committee has determined that stock options granted under the Company's 
1997 Plan with an exercise price at least equal to the fair market value 
of the Company's Common Stock on the date of grant shall be rated as 
"performance-based compensation."

George S. Brown         Richard M. Brooks         C. Joseph Giroir, Jr.



                   Performance Measurement Comparison(1)

     The following graph shows the value of an investment of $100 in cash
on October 8, 1997, the first day of regular way trading on Nasdaq, of
(i) the Company's Common Stock, (ii) the Nasdaq Stock Market Index (U.S.
Companies) and (iii) the Dow Jones Diversified Technology Index.  All
values assume reinvestment of the full amount of all dividends and are
calculated as of the last trading day of the applicable calendar quarter(2):

<TABLE>
<CAPTION>
                       Comparison Of 4 Quarter Cumulative Total Return On Investment

                                        BEI Technologies, Inc.
                                       Proxy Performance Graph
                                     For the Year Ended 10/03/98

                                     (PLOT POINTS CHART OMITTED)

                                      OCTOBER 8,    DECEMBER 31,    MARCH 30,    JUNE 30,   SEPTEMBER 30,
(TOTAL RETURN INDEX)                     1997           1997           1998        1998         1998
---------------------------------------------------------------------------------------------------------
       <S>                                <C>           <C>            <C>         <C>          <C>
BEI Technologies, Inc.                  $100.00        $93.00        $129.00     $146.00       $57.00
NASDAQ U.S. Companies                   $100.00        $94.00        $110.00     $113.00      $102.00
Dow Jones Diversified Technology        $100.00        $91.00        $103.00      $92.00       $76.00 

</TABLE>

(1) This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act or the Exchange Act, whether made before
or after the date hereof and irrespective of any general incorporation
language in any such filing.

(2) The Company operates on a fiscal year ending on the Saturday nearest
September 30.  The quarter end dates in the table above do not necessarily
coincide with the Company's fiscal quarter end dates.

                                  9
<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>

The following table sets forth certain information regarding the 
ownership of the Company's Common Stock as of December 31, 1998 by: (i) 
each director; (ii) each of the executive officers named in the Summary 
Compensation Table; (iii) all executive officers and directors of the 
Company as a group; and (iv) all those known by the Company to be 
beneficial owners of more than five percent of its Common Stock.

<CAPTION>
                                                     Beneficial
                                                    Ownership(1)

                                                Number of     Percent of
    Beneficial Owner                            Shares        Total(2)
       <S>                                        <C>            <C>      
Mr. Charles Crocker(3)                          1,557,904       21.1%
   One Post Street
   Suite 2500
   San Francisco, CA
Hollybank Investments, LP(4)                      686,000        9.3%
   One Financial Center, Suite 1600
   Boston, MA
Brinson Partners, Inc.(5)                         611,400        8.3%
   209 S. LaSalle Street
   Chicago, IL 
Dimensional Fund Advisors, Inc.(6)                489,400        6.6%
   1299 Ocean Avenue
   11th Floor
   Santa Monica, CA 
Mr. Richard M. Brooks(7)                           10,735         *
Mr. George S. Brown(7)(8)                          43,667         *
Mr. Robert R. Corr(7)(11)                          39,641         *
Mr. C. Joseph Giroir, Jr.(7)                       10,735         *
Dr. William G. Howard, Jr.(7)                       4,000         *
Dr. Asad M. Madni(7)                               80,267        1.1%
Dr. Robert Mehrabian(7)                             5,500         *
Dr. Lawrence A. Wan(7)                             33,250         *
Mr. Gary D. Wrench(7)(9)                           99,468        1.3%
All executive officers and directors
   as a group (10 persons)(10)                  1,885,167       25.2%

*       Less than one percent.


(1)      This table is based upon information supplied by officers, directors 
and principal stockholders of the Company and upon any Schedules 13D 
or 13G filed with the Securities and Exchange Commission (the 
"Commission"). Unless otherwise indicated in the footnotes to this 
table and subject to community property laws where applicable, the 
Company believes that each of the stockholders named in this table 
has sole voting and investment power with respect to the shares 
indicated as beneficially owned.

(2)     Applicable percentages are based on 7,396,329 shares outstanding on 
December 31, 1998, adjusted as required by rules promulgated by the 
Commission.

(3)     Includes 400,000 shares held by Mr. Crocker as trustee for his adult 
children, as to which Mr. Crocker disclaims beneficial ownership. 
Also includes 54,936 shares held in a trust of which Mr. Crocker 
is beneficiary and sole trustee.  Mr. Crocker, acting alone, has the 
power to vote and dispose of the shares in each of these trusts.

                                  10
<PAGE>

(4)     Represents shares held by Hollybank Investments, LP ("Hollybank") 
which has the sole power to vote and dispose of the shares held by 
it, and includes 52,000 shares held by Dorsey R. Gardner, general 
partner of Hollybank, who has the sole power to vote and dispose of 
his shares.  Mr. Gardner, as general partner of Hollybank, may be 
deemed to beneficially own shares held by Hollybank.  Except to the 
extent of his interest as a limited partner in Hollybank, Mr. 
Gardner disclaims such beneficial ownership.

(5)     Represents shares held by Brinson Partners, Inc. ("Partners") which 
has the sole power to vote and dispose of the shares held by it and 
shares held by Brinson Trust Company ("Trust") which has the sole 
power to vote and dispose of the shares held by it.  Trust is a 
wholly-owned subsidiary of Partners which is a wholly-owned 
subsidiary of Brinson Holdings, Inc. ("Holdings").  Holdings may be 
deemed to share the power to vote and dispose of all shares held by 
Partners and Trust, and Partners may be deemed to share the power to 
vote and dispose of all shares held by itself or Trust.  Therefore, 
both Holdings and Partners each may be deemed a beneficial owner of 
all the shares held by Partners and Trust.

(6)     Represents shares held by Dimensional Fund Advisors, Inc., DFA 
Investment Dimensions Group Inc. and The DFA Investment Trust 
Company.  Officers of Dimensional Fund Advisors, Inc. have sole 
power to vote and dispose of shares beneficially owned by it, 
including shares held by DFA Investment Dimensions Group Inc. and 
The DFA Investment Trust Company.

(7)     Includes shares which certain officers and directors have the right 
to acquire within 60 days after the date of this table pursuant to 
outstanding options as follows:  Mr. Brooks, 10,735 shares; Mr. 
Brown, 22,539 shares; Mr. Corr, 6,441 shares; Mr. Giroir, 10,735 
shares; Mr. Wrench, 40,000 shares; and all executive officers and 
directors as a group, 90,450 shares.  Also includes shares which 
certain officers and directors have the right to vote pursuant to 
unvested portions of restricted stock awards as follows:  Mr. Corr, 
12,159 shares; Dr. Howard, 4,000; Dr. Madni, 50,307 shares; Dr. 
Mehrabian, 4,000; Dr. Wan, 17,019 shares; Mr. Wrench, 12,325 shares; 
and all executive officers and directors as a group, 99,810 shares.

(8)     Includes 21,128 shares held in a revocable trust of which Mr. Brown 
and his wife, Mildred S. Brown, are beneficiaries and sole trustees. 
 Mr. and Mrs. Brown, acting alone, each have the power to vote and 
dispose of such shares.

(9)     Includes 45,276 shares held in a revocable trust of which Mr. Wrench 
and his wife, Jacqueline Wrench, are beneficiaries and sole 
trustees.  Mr. and Mrs. Wrench, acting alone, each have the power to 
vote and dispose of such shares.  Also includes 20,743 shares which 
Mr. Wrench, acting alone, has power to vote and dispose of.

(10)    Includes the shares described in the Notes above.

(11)    Includes 15,046 shares held jointly by Mr. Corr and his wife, Wendy 
A. Corr.  Mr. and Mrs. Corr, acting alone, each have the power to 
vote and dispose of such shares.

                                  11
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                       Certain Transactions

The Company's By-Laws provide that the Company will indemnify its 
directors and executive officers and may indemnify its other officers, 
employees and other agents to the extent not prohibited by Delaware law. 
Under the Company's By-Laws, indemnified parties are entitled to 
indemnification for negligence, gross negligence and otherwise to the 
fullest extent permitted by law.  The By-Laws also require the Company to 
advance litigation expenses in the case of stockholder derivative actions 
or other actions, against an undertaking by the indemnified party to repay 
such advances if it is ultimately determined that the indemnified party is 
not entitled to indemnification.

        Compensation Committee Interlocks and Insider Participation

As noted above, the Compensation Committee consists of Messrs. 
Brown, Brooks and Giroir.  Mr. Brown retired in July 1990 as President of 
Electronics and served as a consultant to the Company until June 30, 1997. 
Mr. Giroir served as Corporate Secretary of Electronics until February 
1995 for which he received no compensation in addition to that received as 
director's fees.

                                  12
<PAGE>

                              SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be 
signed on its behalf by the undersigned, thereunto duly authorized.     




                                                BEI TECHNOLOGIES, INC.                      


                                        By:     /S/ Robert R. Corr      
                                                ------------------------
                                                Robert R. Corr
                                                Secretary, Treasurer and 
                                                Controller
                                                January 29, 1999

                                  13
<PAGE>


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>
<TABLE>
<CAPTION>
         Signature                            Title                        Date
---------------------------  ---------------------------------------  ---------------
<S>                          <C>                                      <C>
          *                  President, Chief Executive               January 29, 1999
---------------------------  Officer and Chairman of the Board of
(Charles Crocker)            Directors (Principal Executive Officer)


          *                  Director                                 January 29, 1999
---------------------------
(Richard M. Brooks)


          *                  Director                                 January 29, 1999
---------------------------
(George S. Brown)


/s/ Robert R. Corr           Secretary, Treasurer & Controller        January 29, 1999
---------------------------  (Principal Accounting Officer)
(Robert R. Corr)


          *                  Director                                 January 29, 1999
---------------------------
(C. Joseph Giroir, Jr.)


          *                  Director                                 January 29, 1999
---------------------------
(William G. Howard, Jr.)


          *                  Director                                 January 29, 1999
---------------------------
(Asad M. Madni)


          *                  Director                                 January 29, 1999
---------------------------
(Robert Mehrabian)


/s/ Gary D. Wrench           Senior Vice President, Chief             January 29, 1999
---------------------------  Financial Officer and Director
(Gary D. Wrench)


             *  By: /s/ Gary D. Wrench                                January 29, 1999
                ----------------------
                (Gary D. Wrench)
                ATTORNEY-IN-FACT
</TABLE>
                                  14
<PAGE>