SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D. C. - 20549
                        _________________________
                                FORM 10-Q
(Mark One)
* QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 
For the Quarterly Period Ended July 4, 1997
OR
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934

For the transition period from  to  

                         Commission File No. 0-12588
                          _________________________

 SALIENT 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

 Delaware                 23-2280922 
(State of Incorporation) (IRS Employer
                          Identification No.)

 P.O. Box 1498, Reading, Pennsylvania             19603 
(Mailing address of principal executive offices) (Zip Code)

(610) 856-5500
________________________________________________________________________________
(Registrant's telephone number, including area code)
  
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  

                                             Class A     Class B 
Number of shares of each class of
common stock outstanding as of
July 4, 1997 (excluding 2,617,134
Class A treasury shares):                  5,830,847     537,319


<PAGE>
SALIENT 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX

Part I.  Financial Information Pages

Item I.
 Consolidated Condensed Balance Sheets at
  July 4, 1997 and January 3, 1997 (unaudited) 

 Consolidated Condensed Statements of Operations for the
  six month and three month periods ended July 4, 1997
  and June 28, 1996 (unaudited) 

 Consolidated Condensed Statements of Cash Flows
  for the six month periods ended July 4, 1997
  and June 28, 1996 (unaudited) 

 Notes to Consolidated Condensed Financial Statements 


Item II.
 Management's Discussion and Analysis of Results of
  Operations and Financial Condition 

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K 

Signatures   


<PAGE>
Part I. Financial Information                                                 
                                                                                
 Salient 3 Communications, Inc. and Subsidiaries                             
 Consolidated Condensed Balance Sheets                                    
 July 4, 1997 and January 3, 1997                                       
 (Unaudited)                                                              
 (000's)                                                   
<TABLE>
                                                            July 4,         January 3,       
                                                               1997               1997          
 ASSETS                                                                                      
                                                                                             
 Current assets:                                                                             
 <S>                                                          <C>                <C>
 Cash and cash equivalents                                 $  1,802           $  1,482     
 Accounts receivable, net of allowance                                                       
    for doubtful accounts of $1,878 and                                                      
    $1,565, respectively                                     19,820             20,723     
 Inventories                                                 21,382             16,244     
 Deferred income taxes                                        3,891              4,180     
 Other current assets                                         4,780              2,640     
 Net assets held for sale                                    38,614             45,996      
                                                             ------             ------          
Total current assets                                         90,289             91,265     
                                                                                           
                                                                                             
 Property, plant and equipment, at cost:                     41,172             37,105     
 Less accumulated depreciation and                                                           
   amortization                                              19,312             17,821     
                                                             ------             ------             
                                                             21,860             19,284     
                                                                                           
 Deferred income taxes                                        8,105              8,105     
 Other assets                                                    -                 500     
 Intangible assets                                           45,564             36,593     
                                                                                             
Total Assets                                               $165,818           $155,747    
                                                            =======            =======                      
                                                                                           
 LIABILITIES & STOCKHOLDERS' EQUITY                                                          
                                                                                             
 Current liabilities:                                                                        
 Notes payable                                             $  9,044           $     -     
 Accounts payable                                             7,235              7,657     
 Salaries and wages                                           1,494              1,256     
 Income taxes, currently payable                              1,937              3,096     
 Estimated liability for contract losses                      1,471              1,539     
 Other accrued liabilities                                    8,230             10,654     
                                                             ------             ------                    
Total current liabilities                                    29,411             24,202     
                                                                                           
 Long-term debt                                              38,317             26,549     
 Other long-term liabilities                                  5,141              4,967     
 Self-insured retention                                       2,409              2,409     
                                                                                             
Stockholders' equity:                                                                        
 Common stock                                                 8,985              8,985     
 Capital in excess of par value                              38,047             38,091     
 Warrants outstanding                                         1,665              1,180     
 Retained earnings                                           82,430             89,838     
 Foreign currency translation adjustment                        100                 -     
 Deferred compensation-restricted stock                        (799)              (287)     
 Treasury stock                                             (39,888)           (40,187)     
                                                             ------             ------
                                                             90,540             97,620     
                                                                                             
Total Liabilities and Stockholders' Equity                 $165,818           $155,747     
                                                            =======            =======
                                                                                             
 The accompanying notes are an integral part of the consolidated condensed
   financial statements.                                                                     
                                                                                     
</TABLE>

<PAGE>
 Salient 3 Communications, Inc. and Subsidiaries              
 Consolidated Condensed Statements of Operations                    
 (Unaudited)                                                              
 (000's except for share information)                                     
<TABLE>
                                                                     
                                                 Six Months Ended                               Three Months Ended      
                                       July 4, 1997        June 28, 1996               July 4, 1997            June 28, 1996
                                                                                                                            
 <S>                                        <C>                  <C>                        <C>                      <C>
 Telecommunications sales                   $49,377              $40,640                    $24,560                  $20,472
 Cost of goods sold                          31,007               26,274                     15,585                   13,285
                                             ------               ------                     ------                   ------ 
 Gross profit                                18,370               14,366                      8,975                    7,187
                                                                                                                                    
 Selling, general and                                                                                                               
 administrative                              16,112               10,432                      8,636                    5,433
 Purchased in-process                                                                                                      
  research & development                      6,150                   -                       6,150                       -
 Research & development                       4,457                3,461                      2,410                    1,653
 Intangible amortization                        809                  380                        458                      193
                                              -----                -----                      -----                    ----- 
 Operating profit (loss)                     (9,158)                  93                     (8,679)                     (92)
                                                                                                                            
 Interest income                                 33                  169                         15                       67
 Interest expense                             1,123                  116                        629                       54
                                             ------                 ----                      -----                     ----
 Pre-tax income (loss)                                                                         
 from continuing operations                 (10,248)                 146                     (9,293)                     (79)
                                                                                                                          
 Provision (benefit) for taxes                                                                                            
 on income                                   (1,519)                  55                     (1,178)                     (30)
                                              -----                  ---                      -----                      ---       
 Net income (loss)                                                                                        
 from continuing operations                  (8,729)                  91                     (8,115)                     (49)
                                                                                                                          
 Income from discontinued operations:                                                                                      
 Technical Services Segment                                                                                                 
 (less applicable income taxes of                                                                                        
 $498 and $880 for the six month                                                                                         
 periods ended and $195 and $521                                                                                          
 for the three month periods                                                                                             
 ended, respectively)                           860                1,427                        314                      841
                                                                                                                           
 Gain on disposal of a Technical                                                                                          
 Services Company (less applicable                                                                                         
 income taxes of $583)                        1,080                   -                       1,080                       -
                                                                                                                           
 Real Estate Segment                                                                                                     
 (less applicable income taxes of                                                                                          
 $381 and $445 for the six month                                                                                           
 periods ended and $202 and $249                                                                                         
 for the three month periods                                                                                            
 ended, respectively)                           659                  722                        336                      402
                                              -----                -----                      -----                    -----
 Net income from                                                                                                           
 discontinued operations                      2,599                2,149                      1,730                    1,243
                                                                                                                          
                                                                                                                         
 Total net income (loss)                    $(6,130)              $2,240                    $(6,385)                  $1,194
                                              =====                =====                      =====                    =====
 Per share of common stock:                                                                                               
                                                                                                                          
Net income (loss)                                                                                                           
  from continuing operations                 $(1.38)               $0.01                     $(1.28)                  $(0.01)
                                                                                                                         
Net income from                                                                                                           
  discontinued operations:                                                                                                 
       Technical Services Segment             $0.31                $0.23                      $0.22                    $0.13
                                                                                                                        
       Real Estate Segment                    $0.10                $0.12                      $0.05                    $0.07
                                               ----                 ----                       ----                     ----      
Total earnings per share                     $(0.97)               $0.36                     $(1.01)                   $0.19
                                               ====                 ====                       ====                     ====
           
Cash dividend per share                       $0.20                $0.40                      $0.10                    $0.20
                                                                                                                         
 Average number of shares                                                                                               
 of common stock                          6,312,166            6,287,406                  6,307,880                6,289,030
                                                                                                                         
                                                                                                                          
 The accompanying notes are an integral part of the                                                                      
   consolidated condensed financial statements.                                                                             
                                                                                                                            

<PAGE>
Salient 3 Communications, Inc. and Subsidiaries                                         
Consolidated Condensed Statements of Cash Flows                                         
(Unaudited)                                                           Six Months Ended                 
(000's)                                                             July 4,      June 28,  
                                                                       1997          1996    

</TABLE>
<TABLE>
   Cash flows from operating activities:                                                   
                                                                                           
   <S>                                                              <C>            <C>
   Net income (loss)                                                $(6,130)       $2,240 
   Adjustments to reconcile net income (loss) to net                                       
    cash provided by (used for) operating activities:                                      
       Gain on the sale of subsidiary                                (1,663)           - 
       Purchased in-process research and                                                   
         development write-off                                        6,150            - 
       Other items not affecting cash                                 4,486         3,673 
       Changes in current assets and current liabilities,                                  
         net of effects from acquisitions and disposition            (6,182)         (864) 
       Other, net                                                        -           (278) 
                                                                      -----         -----           
   Net cash provided by (used for) operating activities              (3,339)        4,771 
 
   Cash flows from investing activities:                                                   
                                                                                           
   Payments for acquisitions                                        (19,302)         (954) 
   Payments for property, plant and equipment                        (3,817)       (3,122) 
   Proceeds from sale of subsidiary                                   7,213            - 
   Proceeds from sale of property, plant                                                  
     and equipment                                                       -            912 
                                                                      ------        -----           
   Net cash used for investing activities                           (15,906)       (3,164) 
                                                                                           
   Cash flows from financing activities:                                                   
                                                                                          
   Proceeds from issuance of debt                                    19,900            - 
   Payments of debt                                                  (8,123)       (1,003) 
   Borrowings under note payable                                      9,044            - 
   Issuance of treasury stock in connection                                                
     with stock option, award and purchase                                                 
     plans                                                               83           300 
   Payments to acquire treasury stock                                  (384)         (421) 
   Cash dividends paid                                               (1,278)       (2,515) 
   Other, net                                                           323          (308) 
                                                                     ------         -----           
   Net cash provided by (used for) financing activities              19,565        (3,947) 
                                                                                          
   Net increase (decrease) in cash and cash equivalents                 320        (2,340) 
                                                                                           
   Cash and cash equivalents at beginning of period                   1,482        11,119 
                                                                      -----        ------           
   Cash and cash equivalents at end of period                        $1,802        $8,779 
                                                                      =====         =====          
   Supplemental cash flow disclosures:                                                     
                                                                                           
   Interest paid                                                     $1,562           $80 
                                                                                           
   Income taxes paid, net of refunds received                        $1,164          $971 
                                                                                           
   The accompanying notes are an integral part of the                                      
     consolidated condensed financial statements.                                                                  
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(000's except for share and per share information) 


1. On June 24, 1997, the Company sold its SRA Technologies, Inc. (SRA) 
subsidiary to Dames & Moore, Inc. for $8,800 in cash.  The sale of SRA 
resulted in a $1,080 gain, net of income taxes of $583, or $.17 per 
share.  Proceeds were used to reduce the Company's outstanding debt.

2. On July 31, 1997, the Company sold its real estate complex, Green 
Hills Corporate Center to Brandywine Realty Trust for $40,000, 
substantially all in cash. The Company anticipates an after-tax gain 
of approximately $7,000.

3. In the first quarter of 1997, the Company elected discontinued 
operations treatment for both its Technical Services and Real Estate 
Segments.  Discontinued operations treatment reflects the progress 
made in the first quarter towards divestiture of these segments.
 The results for technical services and the real estate segments have 
been classified as discontinued operations for all periods presented 
in the Consolidated Condensed Statements of Operations and Balance 
Sheets.  The assets and liabilities of the discontinued operations 
have been classified in the Consolidated Condensed Balance Sheets as 
"Net assets held for sale."   Discontinued operations have not been 
segregated in the Statement of Consolidated Cash Flows and, therefore, 
amounts for certain captions will not agree with the respective 
Consolidated Condensed Statements of Operations.
 The following is a summary of revenue by discontinued segment:
      
                    Three Months Ended          Six Months Ended  
                  July 4, 1997 June 28, 1996 July 4, 1997 June 28, 1996 
 Revenues:
  Technical Services  $18,382        $21,669      $36,093       $43,250
  Real Estate           2,180          2,148        4,330         4,287 
                       ------         ------       ------        ------
                      $20,562        $23,817      $40,423       $47,537

4. On April 30, 1997, the Company announced that it changed its name from 
Gilbert Associates, Inc. to Salient 3 Communications, Inc.  The name 
change resulted from the Company's plan to solely focus on 
telecommunications.

5. The financial statements furnished herein reflect all adjustments 
which are, in the opinion of management, necessary for a fair 
presentation of financial position and results of operations for the 
interim periods.  Such adjustments are of a normal recurring nature.  
The consolidated condensed financial statements have been reclassified 
to conform with current year presentation.

6. Net income per share of common stock was determined using the average 
number of Class A and Class B shares outstanding. The effect on net 
income per share resulting from dilution upon exercise of outstanding 
stock options, warrants and restricted stock is not material, and 
therefore is not shown.
 No preferred stock was outstanding as of July 4, 1997.

7. During the first quarter of 1997 and the second quarter of 1996, 
several key employees were issued an aggregate of 39,000 and 34,500 
shares, respectively, of restricted stock in the Company.  The value 
of this stock is recorded as deferred compensation in the 
stockholders' equity section of the consolidated condensed balance 
sheets, and will be expensed over the vesting period.  The vesting 
period will not exceed 10 years and may be accelerated depending upon 
the achievement of certain objectives.

8. The components of inventories as of the balance sheet dates are as 
follows:
                    July 4, 1997   Jan. 3, 1997
Raw material             $11,468        $10,755
Work in process            3,742          1,768
Finished goods             6,172          3,721
                          ------         ------
                         $21,382        $16,244

9. Other accrued liabilities includes an accrual relating to workers' 
compensation of $1,966 and $2,082 at July 4, 1997 and January 3, 1997, 
respectively.

10. On September 30, 1996, the Company acquired the assets of SAFCO 
Corporation's Electronic Systems Division (ESD), which was 
subsequently renamed SAFCO Technologies (SAFCO).  As part of the asset 
purchase agreement, the Company paid former shareholders $1,204 during 
the first quarter of 1997.

11. On April 21, 1997, the Company acquired all of the outstanding capital 
stock of TEC Cellular, Inc. (TEC) for $14,000 in cash subject to 
certain adjustments plus seven year warrants exercisable to purchase 
100,000 shares of the Company stock at $18 per share.  Also, depending 
upon the achievement of certain earnings objectives in 1997, the 
former shareholders of TEC may be entitled to an additional $1,000 
payment.  Any payment will increase goodwill.  TEC is part of the 
Company's wireless telecommunication business and is a division of 
SAFCO.
 In conjunction with the TEC acquisition, the Company recorded a $6,150 
charge with no tax benefit, or $.97 per share, for purchased in-
process research and development costs.  The purchased in-process 
research and development has not yet reached technological feasibility 
and had no alternative future use as of the date of closing.
 On April 30, 1997, the Company acquired all of the outstanding stock 
of DAC Ltd. (DAC) for 3 million pounds (approximately $5,000).  DAC is 
part of the Company's industrial telecommunication business and is a 
subsidiary of GAI-Tronics Corporation.

12. During the first quarter of 1997, the Financial Accounting Standards 
Board (FASB) issued Statement 128, which specifies the computation, 
presentation, and disclosure requirements for earnings per share (EPS) 
for public companies.  This statement is effective for financial 
statements for both interim and annual periods ending after December 
15, 1997 and adoption of this statement for the Company will occur in 
the fourth quarter of 1997.  This statement would not materially 
affect the Company's EPS calculation.

13. During the first quarter of 1997, the Company paid $1,000 to the 
former principals of Instruments Associates, Inc. as part of the 1993 
purchase agreement.

14. The Company has elected to allocate interest not specifically 
associated with any segment based upon a ratio of net assets.  
Interest expense allocated to discontinued operations was not material 
in either of the six and three month periods ended July 4, 1997.


<PAGE>
Management's Discussion and Analysis of Results of Operations and 
Financial Condition

Results of Operations

In June 1996, the Board of Directors announced that the Company had 
begun to explore strategic options for its remaining units within the 
technical services and real estate segments.  During the first quarter 
of 1997, the Company adopted discontinued operations treatment for its 
technical services and real estate segments.  

On April 30, 1997, the Company announced that it changed its name from 
Gilbert Associates, Inc. to Salient 3 Communications, Inc.  The name 
change resulted from the Company's plan to solely focus on 
telecommunications.

For the six months ended July 4, 1997, the Company lost $8,729 or $1.38 
per share from continuing operations.  Included in the results, is a 
$6,150 charge or $.97 per share for purchased in-process research and 
development associated with the TEC Cellular Inc. (TEC) acquisition 
(Note 11).  The purchased in-process research and development has not 
yet reached technological feasibility and had no alternative future use 
as of the date of closing.

Excluding the write-off of purchased in-process research and 
development, the Company reported a loss from continuing operations of 
$2,579 or $.41 per share for the first half of 1997 compared to income 
of $91 or $.01 per share for 1996.  The net loss from continuing 
operations is primarily due to its SAFCO unit and to a much lesser 
extent reduced revenue from the wireline unit in the second quarter of 
1997.  SAFCO's results suffered due the fact that its business is very 
seasonal, product delays and restructuring their global sales force.  
SAFCO has historically generated losses in the first half of the year.
The Company expects SAFCO's operations will improve during the  
second half of 1997.  SAFCO was acquired on September 30, 1996.  Given the 
seasonality of SAFCO's business, and increased interest expense and 
goodwill amortization associated with the SAFCO acquisition, the 
Company's results suffered.

For the quarter, excluding the write-off of purchased in-process 
research and development, the Company reported a loss from continuing 
operations of $1,965 or $.31 per share compared to a loss of $49 or $.01 
per share for 1996.  The net loss from continuing operations is 
primarily due to results from SAFCO as mentioned above and reduced 
revenue from the wireline unit.

The Company anticipates improvement in results of operations in the 
second half of the year, as a result of improvement in SAFCO's 
operations and normal second half strength of the business.

Revenue from continuing operations increased 21% and 20% for the six and 
three month periods in 1997, respectively, compared to the same periods 
in 1996.  The increases were primarily due to the SAFCO and TEC 
(wireless unit) and DAC Ltd. (industrial unit) acquisitions.


The following is a breakdown of revenue by telecommunication unit:

                  Year to Date         Second Quarter
                  1997     1996         1997     1996
Industrial     $24,443  $19,650      $13,159   $9,529
Wireline        14,802   16,332        5,298    8,409
Wireless        10,132    4,658        6,103    2,534
                ------   ------       ------   ------
  Total        $49,377  $40,640      $24,560  $20,472
 
The higher industrial revenue in both the six and three month periods of 
1997 is due primarily to the DAC acquisition and increased demand for 
products in the markets served and the introduction of new products by
the Company's GAI-Tronics unit.

The decline in wireline revenue stems from a drop off of demand for 
analog channel units in the second quarter prompted by certain re-use 
programs now in place at some of their customers.

The wireless improvement in sales in both periods is due primarily to 
the SAFCO and TEC acquisitions and was somewhat offset by lower revenue 
from Instrument Associates Inc. in the second quarter.  SAFCO and TEC 
had combined revenues of $6,460 and $4,463 in the six and three month 
periods of 1997.

The gross profit percentage increased from 35% in 1996 to 37% in 1997 in 
both the six and three month periods.  The increase in gross profit 
percentage stems from higher margins realized from the recently acquired 
businesses - SAFCO and TEC.


Selling, General and Administration, Research and Development and 
Intangible Amortization

Selling, general and administrative, research and development and 
intangible amortization increased 54%, 29% and 113%, respectively, in 
the first six months of 1997 compared to the same period in 1996. 
Selling, general and administrative, research and development and 
intangible amortization increased 59%, 46% and 137%, respectively, in 
the current quarter compared to the second quarter of 1996.  The 
increases relate primarily to the acquisitions.


Interest Expense

Interest expense increased in the first six months and second quarter of 
1997 as compared to the same periods in 1996 due to the debt incurred to 
finance the acquisitions.


Provision (Benefit) for taxes on income (loss)

Excluding the aforementioned adjustment, the effective tax rate was 37% 
in the first half and second quarter of 1997 compared to 38% in the same 
periods of 1996. 


Income from discontinued operations

On June 24, 1997, the Company sold its SRA Technologies, Inc. subsidiary 
to Dames & Moore, Inc. for $8,800 in cash.  The sale of SRA resulted in 
a $1,080 gain, net of income taxes of $583, or $.17 per share.

On July 31, 1997, the Company sold its real estate complex, Green Hills 
Corporate Center to Brandywine Realty Trust, for $40,000, substantially 
all in cash.  The Company anticipates an after-tax gain of approximately 
$7,000.  The Company has reduced its debt levels with the sales 
proceeds.

The Company expects that its remaining discontinued unit, Resource 
Consultants, Inc., will remain profitable until the disposition is 
completed.  The exact timing of the disposition is uncertain but is expected
to occur within the following six months.  The Company expects that the 
sale of the remaining unit could generate after-tax proceeds of 
approximately $15,000 - $20,000.


Liquidity and Capital Resources

Working capital declined by $6,185 in 1997 primarily due to the sale of 
SRA.  Cash proceeds received on the divestiture were used to reduce 
long-term debt.

Amounts generated from operations, anticipated proceeds from the 
divestiture, combined with available cash and cash equivalents, and 
short-term lines of credit are expected to provide adequate working capital 
to satisfy the contingent payments to former XEL, SAFCO, and TEC 
shareholders and the repurchase of up to one million shares of the
Company's stock in the open market at least through the end of the current 
fiscal year.  On June 25, 1997, the Board of Directors authorized an expansion 
of the 1995 share repurchase plan to allow the Company to potentially purchase
up to one million shares in the open market.

Lines of credit with CoreStates Bank, N.A., are available to fund both 
working capital needs and acquisitions.  After the consideration of the 
outstanding borrowings and certain loan covenants, the Company has 
approximately $500 available under the acquisition and working capital 
lines of credit as of July 4, 1997.  After considering proceeds from the 
Green Hills Corporate Center sale, approximately $37 million will be 
available under the lines of credit.

The Company estimates that its total capital expenditures in 1997, 
excluding acquisitions, will be approximately $6,500.  No restrictions 
on cash transfers between the Company and its subsidiaries exist.


In the first quarter of 1997, the Financial Accounting Standards Board 
(FASB) issued Statement of Financial Accounting Standards No. 128, 
"Disclosure of Information about Capital Structure," which requires 
companies to calculate earnings per share on a basic and diluted basis. 
The statement becomes effective for the fourth quarter of 1997.  The 
adoption would not materially affect the Company's earnings per share 
calculation for the quarter or six months ended July 4, 1997.

In the second quarter of 1997, the FASB issued Statement of Financial 
Accounting Standards No. 130, "Reporting Comprehensive Income," and 
Statement of Financial Accounting Standards No. 131, "Disclosures about 
Segments of an Enterprise and Related Information".  The Company has not 
determined the effect of adopting these new pronouncements on the 
consolidated financial statements.


The Form 10-Q contains certain statements of a forward-looking nature 
relating to future events or the future financial performance of the 
Company.  Such statements are only predictions and involve risks and 
uncertainties, and actual events or performance may differ materially as 
expressed in any such forward looking statements.  Potential risks and 
uncertainties include, without limitation:  the effect of general 
economic conditions, the impact of competitive products, services and 
pricing, and demand and market acceptance risks of current and new 
products and services; with respect to the Technical Services segment, 
its dependence on the U.S. government as a customer; and with respect to 
the Telecommunication segment, the uncertain effect of the 
Telecommunications Act of 1996, technology change, and risks of product 
development and commercialization difficulties, and the Company's 
ability to complete its divestiture program in the time frames and at 
the prices indicated and the Company's ability to make acquisitions at 
prices which will be accretive to earnings.  Further information on 
factors that could affect the Company's future financial performance can 
be found in the Company's other filings with the Securities and Exchange 
Commission.  Words used in this report such as "positioned", "yields", 
"should generate", "appears", "viewed", "could potentially", "would 
position", "expected", and "should allow" indicate the presence of 
forward looking statements.


<PAGE>
Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K
 (a) Exhibits
  3(i)  Amended Certificate of Incorporation of Salient 3   
          Communication Inc.     
  3(ii) Amended Bylaws of Salient 3 Communication Inc.

 (b) Reports on Form 8-K
   (1) The registrant filed Form 8-K on April 23, 1997 which 
         announced the acquisition of TEC Cellular, Inc. and an 
         agreement to purchase DAC Ltd.
   (2) The registrant filed Form 8-K on May 1, 1997 which 
         announced that the Company changed its name from 
         Gilbert Associates, Inc. to Salient 3 Communications,  
         Inc.
   (3) The registrant filed Form 8-K on July 2, 1997 for the 
         sale of SRA Technologies, Inc., including Pro Forma 
         Unaudited Consolidated Condensed Financial Statements, 
         and announced an agreement to sell the Green Hills 
         Corporate Center.


SIGNATURES

Pursuant to the requirements 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.
      Salient 3 Communications, Inc.

  /s/Paul H. Snyder    
     Paul H. Snyder
     Senior Vice President and 
     Chief Financial Officer

Date: August 13, 1997

 
<PAGE>