UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Release No. 43942 / February 8, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10418

I.

The Commission deems it appropriate that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether M. Mahmud Awan ("Awan") violated Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

II.

In anticipation of the institution of these administrative proceedings, Awan ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below.

III.

On the basis of this Order and the Respondent's Offer of Settlement ("Offer"), the Commission finds the following:

A. FACTS

1. Respondent

M. Mahmud Awan, age 49, has been at relevant times Chairman of the Board, a Director and beneficial owner of more than ten percent of the equity securities of Technical Communications Corp. ("Technical Communications"). Awan has served as Chairman and Chief Executive Officer of TechMan International Corp., a privately held manufacturer of fiber optic medical devices and communication systems since 1982.

2. ISSUER

Technical Communications Corp., a Massachusetts corporation with principal offices in Concord, Massachusetts, designs, develops, manufactures, distributes, markets, and sells communications security devices and systems. According to Technical Communications Annual Report on Form 10-K for the year ended September 30, 2000, Technical Communications had total assets of over $7.3 million and shareholders' equity of over $7.2 million as of September 30, 2000. Technical Communications had 1,308,291 shares of common stock outstanding as of December 15, 2000. Technical Communications reported a net loss of approximately $1.7 million, or $1.35 per common share, for its 2000 fiscal year. Technical Communications common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and is traded on the NASDAQ SmallCap Market System.

B. APPLICABLE LAW

Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, in relevant part, require any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act, and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation arises. Rule 13d-2(b) provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported.

Section 16(a) of the Exchange Act requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5.

C. AWAN'S VIOLATIONS OF SECTIONS 13(g) and 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER

In connection with changes in his ownership of Technical Communications securities, Awan failed to timely file a Schedule 13G for one month, and failed to file an amendment to Schedule 13G for more than eleven months. In addition, Awan failed to timely file or failed to file thirteen Forms 4 (with delinquency periods ranging from one month to more than one year and six months), and two Forms 5, resulting in delinquencies of more than one month and two months. The total value of the transactions in Technical Communications stock for which Awan filed late or failed to file Forms 4 and 5 is approximately $727,249.

Awan's history of delinquency, compiled from the ownership reports he has filed with the Commission for Technical Communications, is set forth below:

M. MAHMUD AWAN
Forms 3, 4 and 5 For Holdings and
Transactions in the Equity Securities of
Technical Communications Corp.
May 26, 1998 through January 22, 2001

Schedules 13G and Amendments
Technical Communications Corporation
December 10, 1998 through January 22, 2001

IV.

FINDINGS

Based on the above, the Commission finds that Awan violated Sections 13(g) and 16(a) of the Exchange Act, Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

V.

OFFER OF SETTLEMENT

Awan has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Awan, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

VI.

ORDER

Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Awan cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

By the Commission.

Jonathan G. Katz
Secretary

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