On September 18, 2008, the Compensation Committee of the Board of Directors approved an amendment to the Company's 1997 Stock Plan, consistent with the discretionary authority of the Board or its delegated committee. The effect of the amendment is to (i) expand the permitted means of exercising a stock option under the plan through the inclusion of a "net exercise" provision;
(ii) eliminate the existing six month minimum holding period requirement for stock tendered as payment of the exercise price of a stock option (including in connection with a pyramid exercise) under the plan; and (iii) permit the Company to withhold stock in payment of the minimum tax withholding obligation arising from the net exercise of a stock option under the plan. Copies of the 1997 Stock Plan, as amended, and the form of stock option award agreement under the 1997 Stock Plan, as amended, are attached to this report as Exhibits 10.68 and 10.69, respectively. Item 9.01 Financial Statements and Exhibits

   (d) Exhibits

Exhibit No.         Description

10.68               PCTEL, Inc., 1997 Stock Plan, as amended September 18, 2008

10.69               PCTEL, Inc., 1997 Stock Plan Form of Stock Option Award Agreement, as
                    amended September 18, 2008