FORM 8-K



               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549



       Current Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934



                 Date of Report:  March 5, 1997




                    CYCOMM INTERNATIONAL INC.
    _________________________________________________________
       (Exact name of Registrant as specified in charter)



     Wyoming             1-11686(12b)        54-1779046
_________________________________________________________________
   (State of other     (Commission           (IRS Employer
    jurisdiction of     File Number)         Identification No.)
     incorporation)



       1420 Springhill Road, Suite 420, McLean, VA  22102
      _____________________________________________________
            (Address of principal executive offices)



Registrant's telephone number, including area code:(703) 903-9548
                                                   ______________






Item 9.   Sales of Equity Securities Pursuant to Regulation S.

      In connection with the grant of the non-exclusive right  to
use  certain  technology, products and intellectual  property  in
South Korea, Bookook Securities Co., Ltd., Hanil Securities  Co.,
Ltd.  and Asian New Vision Investment Ltd. loaned to the  Company
an aggregate of US$3 million in the form of 10% Convertible Notes
(the  "Notes") due February 28, 1999.   The Closing  occurred  on
March  5, 1997.  The use of the proceeds is for acquisitions  and
working capital.

     Bookook Securities was established in 1954 and is the fourth
oldest  securities  firm  in Korea with total  assets  of  US$513
million and stockholders equity of US$286 million.  Bookook acted
as  the  placement agent and received a commission of 10% of  the
gross amount of the financing.

      Hanil  Securities  is  a member of Hanil  Bank,  a  leading
commercial  bank in Korea established in 1932.  Hanil  has  total
assets  of  US$747  million  and stockholders  equity  of  US$331
million.

      The Notes were sold in reliance upon the exemption afforded
by  Regulation S the Securities Act of 1933.  The holders of  the
Notes  are  entitled,  at their option, to convert  the  original
principal amount  (the "Original Amount") of the Notes into fully
paid and non-assessable shares of common stock, no par value,  of
the  Company  (  the "Common Stock") at a conversion  price  (the
"Conversion Price") equal to ninety percent (90%) of the  average
closing  bid  price of the Company's common stock as reported  by
the American Stock Exchange over the 30- day period ending on the
day prior to the date of a written notice from the holders of the
Notes  of such conversion; provided, however, that the Conversion
Price shall in no event be greater than $6.00 per share nor  less
than  $3.00  per share, and provided, further, that  the  Company
shall be required to convert no more than one-fourth (1/4) of the
Original  Amount until after May 28,1997 (three months after  the
issue hereof ), one-half (1/2) of the Original Amount until after
August  28,  1997  (six  months after the issue  hereof),  three-
fourths  (3/4)  of the Original Amount until after  November  28,
1997 (nine months after the issue hereof) and all of the Original
Amount  until  after February 28, 1998 (twelve months  after  the
issue hereof).


                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934,  the registrant has caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                              CYCOMM INTERNATIONAL INC.



Date: March 18, 1997          By:  /s/ Michael R. Skoff
                              __________________________________
                                   Michael R. Skoff
                                   Chief Financial Officer



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