Tonisson Heldur · SC 13D/A · Vertex Communications Corp/TX · On 7/22/98

Filed On 7/22/98   ·   Accession Number 1047469-98-27960   ·   SEC File 5-38309

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           6     20K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

    SCHEDULE 13D/A

    UNDER THE SECURITIES EXCHANGE ACT OF 1934*

   VERTEX COMMUNICATIONS CORPORATION
    (NAME OF ISSUER)

    COMMON STOCK, $.10 PAR VALUE PER SHARE
    (TITLE OF CLASS OF SECURITIES)

   925320 10 3
    (CUSIP NUMBER)

   JAMES D. CARTER
   VERTEX COMMUNICATIONS CORPORATION
    2600 NORTH LONGVIEW STREET
   P.O. BOX 1277
    KILGORE, TEXAS 75663
    (903) 984-0555
   (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
   AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

    JULY 8, 1998
    (DATE OF EVENT WHICH REQUIRES FILING
    OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box.      [  ] 

NOTE:  Six copies of this statement, including all exhibits, should be filed    
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to 
be sent.                                                                        

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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CUSIP NO. 925320 10 3    SCHEDULE 13D/A                                         

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(1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above     
Persons                                                               

HELDUR TONISSON                                                       

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(2)  Check the Appropriate Box if a Member of a Group (See Instructions)        
                                                                       (a) [ ]
                                                                       (b) [ ]

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(3)  SEC Use Only                                                               

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(4)  Source of Funds (See Instructions)                                         
Not Applicable                                                        

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(5)  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 
     2(d) or 2(e)                                                            [ ]

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(6)  Citizenship or Place of Organization            MR. TONISSON IS A STATELESS
PERSON WITH RESIDENCE IN SWITZERLAND.                                 

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    Number of Shares    (7)  Sole Voting Power                          68,182

                        ------------------------------------------------------
Beneficially                                                          
    Owned By            (8)  Shared Voting Power                        68,182

                        ------------------------------------------------------
Each                                                                  
    Reporting           (9)  Sole Dispositive Power                     68,182

                        ------------------------------------------------------
Person With                                                           
                       (10)  Shared Dispositive Power                   68,182

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(11) Aggregate Amount Beneficially Owned by Each Reporting Person        68,182 

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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares      
    (See Instructions)                                                     [ ]

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(13) Percent of Class Represented by Amount in Row (11)                    1.3% 

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(14) Type of Reporting Person (See Instructions)                                
                                                                            IN
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ITEM  1.  SECURITY AND ISSUER                                                   

  The class of equity securities to which this statement relates is common
stock,  $.10 par value per share (the "Common Stock") of Vertex Communications  
Corporation, a Texas corporation (the "Issuer").  The address of the principal  
executive office of the Issuer is 2600 North Longview Street,                   
P.O. Box 1277, Kilgore, Texas 75663.                                            

ITEM 2.   IDENTITY AND BACKGROUND                                               

Item 2(a)                                                             
Heldur Tonisson                                                       

Item 2(b)                                                             
Obere Rebhalde 27                                                     
CH-6340 Baar                                                          
Switzerland                                                           

Item 2(c)                                                             
Mr. Tonisson is a businessman.                                        

Item 2(d)                                                             
During the past five years, Mr. Tonisson has not been convicted in a  
criminal proceeding (excluding traffic violations or similar misdemeanors).     

Item 2(e)                                                             
During the last five years, Mr. Tonisson was not a party to a civil   
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was not or is not subject to a judgment, decree or  
final order enjoining future violations of, or prohibiting or mandating         
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.                                                      

Item 2(f)                                                             
Mr. Tonisson is a stateless person with residence in Switzerland.     

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                     

 Mr. Tonisson obtained the shares of Common Stock of the Issuer when TIW
Systems, Inc. ("TIW Systems") was merged with and into a wholly-owned subsidiary
of the Issuer.                                                                  

ITEM 4.   PURPOSE OF TRANSACTION                                                

Mr. Tonisson acquired his shares of Common Stock pursuant to the      
acquisition of TIW Systems by the Issuer.  Former TIW Systems shareholders      
received approximately 0.1031461 shares of Common Stock, $0.10 par value, of the
Issuer, plus approximately $1.41743 in cash, in exchange for each share of TIW  
Systems.  Mr. Tonisson has no present intention of purchasing or selling any    
shares of Common Stock at any time in open market transactions, privately       
negotiated transactions, or otherwise.  Mr.                                     

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Tonisson has no present plans or proposals that related to or would result in   
any of the actions specified in clauses (a) through (j) of Item 4 of Schedule   
13D.                                                                            

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER                                  

Item 5(a)                                                             
   Mr. Tonisson beneficially owns 68,182 shares of Common Stock.  The number
of shares of Common Stock believed to be issued and outstanding as of April 13, 
1998 for purposes of this Schedule 13D is 5,104,138 shares.  Therefore, Mr.     
Tonisson is deemed to beneficially own 1.3 percent of the issued and            
outstanding shares of Common Stock.                                             

Item 5(b)                                                             
    Mr. Tonisson has sole voting and dispositive power of these 68,182 shares.

Item 5(c)                                                             
 Except as otherwise described below, Mr. Tonisson  has not effected any
transaction in the Common Stock of the Issuer during the time period commencing 
60 days preceding the date of the event that required the filing of this        
Schedule 13D through the date hereof.  On July 8, 1998, Mr. Tonisson sold       
192,884 shares of Common Stock of the Issuer.                                   

Item 5(d)                                                             
    No person other than Mr. Tonisson has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, Common  
Stock of the Issuer with respect to which this filing is made.                  

Item 5(e)                                                             
July 8, 1998.                                                         

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS              
WITH TO SECURITIES OF THE ISSUER                            

There are no contracts, arrangements, understandings or relationships 
(legal or otherwise) between Mr.Tonisson and any other person with respect to   
the shares of Common Stock deemed to be beneficially owned by Mr.Tonisson.      

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS                                      

Not applicable.                                                       

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    SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

July 9, 1998                                                                    

                     /s/ Heldur Tonisson
                                  ----------------------------------
               Heldur Tonisson

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		4/13/98		5
		7/8/98		1		5
		7/9/98		6
Filed On / Filed As Of		7/22/98
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