SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. - 20549
_________________________
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 27, 2002

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
September 27, 2002 (excluding 2,770,476
Class A treasury shares):                   5,953,011       261,813
                                            ---------       -------

<PAGE>

SALIENT 3 COMMUNICATIONS, INC.
INDEX

Part I.  Financial Information

Item 1.

 Statements of Net Assets in Liquidation
  at September 27, 2002 (unaudited) and December 28, 2001

 Statements of Changes in Net Assets in Liquidation
  for the nine months ended September 27, 2002
  and September 28, 2001 (unaudited)

Notes to Financial Statements

Item 2.

 Management's Discussion and Analysis of Results of
  Operations and Financial Condition

Item 3.

 Quantitative and Qualitative Disclosures About Market Risk

Item 4.

 Controls and Procedures

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

Signatures

Certifications

Exhibits

<PAGE>

Part I. Financial Information

 Salient 3 Communications, Inc.
 Statements of Net Assets in Liquidation
 September 27, 2002 (Unaudited) and December 28, 2001
 (000's except for share and per share information)

                                                 September 27,     December 28,
                                                     2002              2001
                                                 -------------     ------------
 ASSETS

 Cash and cash equivalents                       $    13,880       $    12,800

 Investments in liquidation                            3,346             5,862

 Income tax refunds receivable                           -                 140

 Other assets                                          1,856             2,784
                                                      ------            ------
         Total Assets                                 19,082            21,586
                                                      ------            ------



 LIABILITIES

 Accrued and other liabilities                   $     9,094       $    12,602

 Income taxes                                          1,690               -
                                                      ------            ------
                                                      10,784            12,602
                                                      ------            ------


         Net assets in liquidation               $     8,298       $     8,984
                                                   =========         =========

         Number of common shares outstanding       6,214,824         6,214,824
                                                   =========         =========
         Net assets in liquidation
           per outstanding share                 $      1.34       $      1.45
                                                   =========         =========



 The accompanying notes are an integral part of these financial statements.

<PAGE>

Salient 3 Communications, Inc.
Statements of Changes In Net Assets In Liquidation
Nine Months Ended September 27, 2002 and September 28, 2001
(Unaudited)
(000's)

                                                   Nine Months    Nine Months
                                                      Ended          Ended
                                                  Sept. 27, 2002  Sept. 28, 2001
                                                  --------------  --------------

Net assets in liquidation, beginning of period      $      8,984    $   20,780
                                                           -----        ------

Changes in estimated liquidation values
  of assets and liabilities:
  Investments in liquidation                              (2,337)       (2,192)
  Other assets                                               574           171
  Accrued and other liabilities                              928          (341)
  Income taxes                                               149         2,828
                                                           -----        ------
  Net changes in estimated liquidation values               (686)          466
                                                           -----        ------

Liquidating distribution to stockholders                     -             -
                                                           -----        ------
Net assets in liquidation, end of period            $      8,298    $   21,246
                                                           =====        ======

Supplemental Cash Information:
Changes in cash and cash equivalents
  Net proceeds (payments) related to
   sales of subsidiaries                                     179          (928)
  Cash receipts for other assets                           1,502         1,100
  Refund (payment) of income taxes                         1,979          (341)
  Payment of accrued liabilities                          (2,580)       (7,195)
                                                           -----        ------
Net changes in cash and cash equivalents            $      1,080    $   (7,364)
                                                           =====        ======


 The accompanying notes are an integral part of these financial statements.

<PAGE>

SALIENT 3 COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
September 27, 2002
(UNAUDITED)
(000'S EXCEPT FOR SHARE AND PER SHARE INFORMATION)

1.  GENERAL

The interim financial information furnished herein reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of such financial information for the interim periods.  Such
adjustments are of a normal recurring nature.  The accompanying financial
statements are presented in accordance with the requirements of Form 10-Q
and consequently do not include all of the disclosures normally required
by generally accepted accounting principles or those normally made in the
Company's annual Form 10-K filing.  Accordingly, the reader of this Form
10-Q should refer to the Company's annual report on Form 10-K for the
year ended December 28, 2001 for further information.

2.  PLAN OF DISSOLUTION AND LIQUIDATION AND BASIS OF ACCOUNTING

On April 17, 2000, the Board of Directors of Salient 3 Communications,
Inc. (the Company) adopted a Plan of Dissolution and Liquidation (the
Plan).  Under the Plan, the Company will be liquidated by (i) the sale of
its non-cash assets, (ii) the payment of or providing for all of its
claims, obligations and expenses, (iii) the pro rata distribution of
assets, primarily cash, to the stockholders, and (iv) if required, the
distribution of assets to one or more liquidating trusts established for
the benefit of the stockholders.  The Plan was approved by stockholders
on July 21, 2000.

On August 11, 2000, the Company filed a Certificate of Dissolution with
the State of Delaware.  Under Delaware law, the Company will continue to
exist for a period of three years for the purpose of winding up its
affairs.  The Board of Directors and officers of the Company will
continue to oversee the liquidation and dissolution.

Prior to June 30, 2000, seven stockholders, who together control more
than 51% of the issued and outstanding Class B common stock, had agreed
to vote their shares in favor of the Plan and in favor of the sales of
SAFCO Technologies, Inc. (SAFCO) and GAI-Tronics Corporation (GTC).  As a
result, the Company adopted the liquidation basis of accounting for the
second quarter of 2000.  Under the liquidation basis of accounting,
assets are stated at their estimated net realizable values and
liabilities are stated at their anticipated settlement amounts.

The valuation of assets and liabilities at their estimated net realizable
values and anticipated settlement amounts necessarily requires many
estimates and assumptions and there are substantial uncertainties in
carrying out the provisions of the Plan.  The actual value of any
liquidating distributions will depend upon a variety of factors
including, but not limited to, (i) the actual proceeds from the sale of
the Company's subsidiaries and other assets, (ii) the ultimate settlement
amounts of its liabilities and obligations, including indemnifications
provided in connection with subsidiary sale transactions, (iii) actual
costs incurred in connection with carrying out the Plan, including
administrative costs during the liquidation period, and (iv) the actual
timing of distributions.  An initial liquidating distribution of $12.00
per share was paid on September 8, 2000.  An additional liquidating
distribution of $2.00 per share was paid on December 14, 2001.

The valuations presented in the Statements of Net Assets in Liquidation
represent estimates, based on present facts and circumstances, of the net
realizable values of assets and the anticipated settlement amounts for
liabilities, including the costs associated with carrying out the
provisions of the Plan, based on the assumptions set forth in the
accompanying notes.  The actual values and costs are expected to differ
from the amounts shown herein and could be higher or lower than the
amounts recorded.  Such differences may be material.  Accordingly, it is
not possible to predict with certainty the aggregate net values
ultimately distributable to stockholders and no assurance can be given
that the amount to be received in liquidation will equal or exceed the
price or prices at which the Class A common stock has generally traded or
is expected to trade in the future.

In the Statements of Changes in Net Assets in Liquidation, the amounts
reported for changes in estimated liquidation values of assets and
liabilities represent (i) differences between actual and estimated
proceeds on the sales of assets, (ii) differences between actual and
estimated settlements made on outstanding obligations, and (iii) changes
in management estimates of values for unsold assets and outstanding
liabilities.

3.  INVESTMENTS IN LIQUIDATION

Investments in liquidation include the estimated net realizable values of
subsidiary sale proceeds collectible after September 27, 2002 and
December 28, 2001, less related unpaid costs of the sales, and the
estimated net realizable value of the building occupied by XEL
Communications, Inc. (XEL).

On July 25, 2000, the Company completed the sale of SAFCO to Agilent
Technologies, Inc. (Agilent) for $121,426 in cash, after consideration of
certain closing balance sheet adjustments.  The purchase price included
$11,000 which was placed into escrow for certain expenses and possible
indemnification claims under the representations and warranties sections
of the purchase agreement.  During the fourth quarter of 2001, $443 was
disbursed from the escrow account to cover expenses owed by the Company,
$334 was disbursed to pay indemnification claims and $9,388 was
distributed to the Company.  Each of these disbursements included a share
of interest earned by the account.  A balance of $1,500 was retained in
the escrow account to cover a potential obligation of the Company that
was not finalized with Agilent at September 27, 2002.  Management
estimates that this obligation, including settlement costs, will be
settled for approximately $300.

On July 26, 2000, the Company completed the sale of GTC to Hubbell
Incorporated (Hubbell) for cash of $36,246, after consideration of
certain closing balance sheet adjustments.  During the third quarter of
2001, Hubbell submitted notification of an indemnification claim under
the representations and warranties sections of the purchase agreement.
As of September 27, 2002, it is not possible to predict the ultimate
liability of the Company in connection with this indemnification claim.
The Company believes that this claim, when resolved, will not have a
material effect on the net assets in liquidation.  The Company has
purchased certain insurance to minimize its exposure on some, but not
all, of the areas for which they are indemnifying Hubbell.

On December 29, 2000, the Company completed the sale of XEL
Communications, Inc. (XEL) to a company controlled by XEL's president for
$4,900, in the form of a promissory note bearing interest payable monthly
at 8%, with the principal due after 24 months.  In connection with the
sale, the Company loaned XEL $359 under a working capital line of credit
that expired on March 31, 2001.  The working capital loan, plus interest
at 5% per annum, was due December 29, 2002.  If XEL was resold to another
party prior to December 30, 2002, the Company would receive full payment
on the promissory note and working capital loan and 70% of all proceeds
in excess of $5,000.  If XEL was resold after December 29, 2002 but prior
to December 30, 2003, the Company would receive 50% of all proceeds in
excess of $5,000.  If there is a default in payment of the principal or
interest on the promissory note, the Company has the right to retake
control of XEL.

Effective April 1, 2002, the Company entered into an amendment agreement
with the buyer of XEL to modify the promissory note and working capital
loan held in connection with the sale of XEL.  The modified note and loan
have reduced principal amounts aggregating $1,900 at inception.  The
amendment agreement provides for 15 monthly payments of $102, including
interest of 8%, with a balloon payment for the balance outstanding of
$500 at July 31, 2003.  If XEL is resold prior to December 28, 2003, the
Company would receive 50% of all proceeds in excess of $1,900.  The
amendment agreement allows the Company to begin receiving monthly
payments on the principal balance and to obtain a tax benefit in 2002 for
the reduction in face value of the note.  At September 27, 2002, the
aggregate unpaid balance of the note and loan is $1,540.  The reported
value of the amended note in the Statements of Net Assets in Liquidation
at September 27, 2002 is net of a valuation reserve of $500 based on the
estimated realization values of XEL's net assets.

The sale of XEL excluded the building it occupies in Aurora, Colorado.
The Company is attempting to sell this building to an unrelated third
party.  Due to the unfavorable real estate market, the estimated
realizable value of the building was reduced by $1,992 in the third
quarter of 2002.  This change resulted in an estimated additional tax
benefit of $641, reduced the estimated liability for settlement of LSAR's
(see note 6) by $203 and reduced the net assets in liquidation by $1,148,
or $.18 per share.

4.  INCOME TAXES

All income tax accounts reflect the liquidation basis of accounting.  The
estimated amounts of income tax liabilities and income tax refunds
receivable reflect federal and state income taxes, at statutory rates,
which would become payable or refundable if the assets are realized and
liabilities settled at the amounts shown, net of amounts accrued for
potential liabilities for adjustments of transactions reported on prior
year tax returns.  The estimated tax refund at December 28, 2001
primarily results from anticipated carrybacks of tax losses that arise
from tax deductible costs of carrying out the plan of liquidation and
settling other accrued liabilities.  The estimate is subject to
significant variation if, among other things, the actual values of assets
sold vary from current estimates, the amounts or timing of settlement of
liabilities differ from current estimates, or there are potential
adjustments related to the sales and other transactions.

5.  ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities include estimates of costs to be incurred
in carrying out the Plan, provisions for known liabilities and provisions
for certain claims at September 27, 2002.  The accrued costs include
salaries and related expenses of officers and employees assigned to
effect the sales and carry out the Plan and legal and accounting fees
expected to be incurred during the period of liquidation.  Accrued
liabilities also include the estimated future distributions to holders of
limited stock appreciation rights.

The actual costs incurred could vary significantly from the related
accrued expenses due to uncertainty related to the length of time
required to complete the Plan and the outcome of certain contingencies.

6.  OPTIONS AND WARRANTS

In April 2000, the Board of Directors authorized immediate vesting of all
outstanding restricted stock, and, effective with the first subsidiary
sale, vesting of stock options granted under the 1989 Stock Option Plan
and the 1996 Long Term Incentive Plan and extension of the exercise
period to the record date of the initial liquidating distribution.  The
Board also added a provision to convert all unexercised options at the
record date of the initial liquidating distribution into Limited Stock
Appreciation Rights (LSAR's).  In addition, all warrant holders were
given the opportunity to convert their warrants into LSAR's.  These
rights entitle the holder to receive cash payments for each share equal
to the difference between the aggregate per share liquidating
distribution payable to stockholders upon liquidation and the per share
exercise price applicable to each converted option or warrant.  In
August, 2000, 1,097,200 options and 705,555 warrants were converted into
LSAR's.  Holders of LSAR's were paid $1,866 in connection with the
initial liquidating distribution on September 8, 2000 and $1,639 in
connection with the additional liquidating distribution on December 14,
2001.  The estimated remaining liability for settlement of the LSAR's at
September 27, 2002 is $1,408 and is included in accrued and other
liabilities in the Statements of Net Assets in Liquidation.

7.  CONTINGENCIES

The Company was named a defendant in a complaint filed in Delaware
Chancery Court on August 29, 2000, and amended on February 26, 2001, by a
group of former employees and current Class A stockholders, challenging
the compensation packages granted by the Company to its senior management
in connection with the dissolution of the Company.  On November 1, 2001,
the Delaware Chancery Court granted the Company's motion to dismiss the
complaint.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
(000's except for share and per share information)

Introduction

On April 17, 2000, the Company's Board of Directors adopted a Plan of
Dissolution and Liquidation ("the Plan").  Under the Plan, the Company
will be liquidated by (i) the sale of its non-cash assets, (ii) the
payment of or providing for all of its claims, obligations and expenses,
(iii) the pro rata distribution of assets, primarily cash, to the
stockholders, and (iv) if required, the distribution of assets to one or
more liquidating trusts established for the benefit of the stockholders.
The Plan was approved by stockholders on July 21, 2000.

On August 11, 2000, the Company filed a Certificate of Dissolution with
the State of Delaware.  Under Delaware law, the Company will continue to
exist for a period of three years for the purpose of winding up its
affairs.  The Board of Directors and officers of the Company will
continue to oversee the liquidation and dissolution.

The Company adopted the liquidation basis of accounting for the second
quarter of 2000.  Under the liquidation basis of accounting, assets are
stated at their estimated net realizable values and liabilities are
stated at their anticipated settlement amounts.

The valuation of assets and liabilities at their estimated net realizable
values and anticipated settlement amounts necessarily requires many
estimates and assumptions and there are substantial uncertainties in
carrying out the provisions of the Plan.  The actual value of any
liquidating distributions will depend upon a variety of factors
including, but not limited to, (i) the actual proceeds from the sale of
the Company's subsidiaries and other assets, (ii) the ultimate settlement
amounts of its liabilities and obligations, including indemnifications
provided in connection with subsidiary sale transactions, (iii) actual
costs incurred in connection with carrying out the Plan, including
administrative costs during the liquidation period, and (iv) the actual
timing of distributions.  An initial liquidating distribution of $12.00
per share was paid on September 8, 2000 to holders of Class A (non-
voting) and Class B (voting) common stock.  An additional liquidating
distribution of $2.00 per share was paid on December 14, 2001.

Sale of Assets

On July 25, 2000, the Company completed the sale of SAFCO to Agilent
Technologies, Inc. (Agilent) for $121,426 in cash, after consideration of
certain closing balance sheet adjustments.  The purchase price included
$11,000 which was placed into escrow for certain expenses and possible
indemnification claims under the representations and warranties sections
of the purchase agreement.  During the fourth quarter of 2001, $443 was
disbursed from the escrow account to cover expenses owed by the Company,
$334 was disbursed to pay indemnification claims and $9,388 was
distributed to the Company.  Each of these disbursements included a share
of interest earned by the account.  A balance of $1,500 was retained in
the escrow account to cover a potential obligation that was not finalized
with Agilent at September 27, 2002.  Management estimates that this
obligation, including settlement costs, will be settled for approximately
$300.

On July 26, 2000, the Company completed the sale of GTC to Hubbell
Incorporated (Hubbell) for cash of $36,246, after consideration of
certain closing balance sheet adjustments.  During the third quarter of
2001, Hubbell submitted notification of an indemnification claim under
the representations and warranties sections of the purchase agreement.
As of September 27, 2002, it is not possible to predict the ultimate
liability of the Company in connection with this indemnification claim.
The Company believes that this claim, when resolved, will not have a
material effect on the net assets in liquidation.  The Company has
purchased certain insurance to minimize its exposure on some, but not
all, of the areas for which they are indemnifying Hubbell.

On December 29, 2000, the Company completed the sale of XEL
Communications, Inc. (XEL) to a company controlled by XEL's president for
$4,900, in the form of a promissory note bearing interest payable monthly
at 8%, with the principal due after 24 months.  In connection with the
sale, the Company loaned XEL $359 under a working capital line of credit
that expired on March 31, 2001.  The working capital loan, plus interest
at 5% per annum, was due December 29, 2002.  If XEL was resold to another
party prior to December 30, 2002, the Company would receive full payment
on the note and working capital loan and 70% of all proceeds in excess of
$5,000.  If XEL was resold after December 29, 2002 but prior to December
30, 2003, the Company would receive 50% of all proceeds in excess of
$5,000.  If there is a default in payment of the principal or interest on
the promissory note, the Company has the right to retake control of XEL.

Effective April 1, 2002, the Company entered into an amendment agreement
with the buyer of XEL to modify the promissory note and working capital
loan held in connection with the sale of XEL.  The modified note and loan
have reduced principal amounts aggregating $1,900.  The amendment
agreement provides for 15 monthly payments of $102, including interest of
8%, with a balloon payment for the balance outstanding of $500 at July
31, 2003.  If XEL is resold prior to December 28, 2003, the Company would
receive 50% of all proceeds in excess of $1,900.  The amendment agreement
allows the Company to begin receiving monthly payments on the principal
balance and to obtain a tax benefit in 2002 for the reduction in face
value of the note.  At September 27, 2002, the aggregate unpaid balance
of the note and loan is $1,540.  The reported value of the amended note
in the Statements of Net Assets in Liquidation at September 27, 2002 is
net of a valuation reserve of $500 based on the estimated realization
values of XEL's net assets.

The sale of XEL excluded the building it occupies in Aurora, Colorado.
The Company is attempting to sell this building to an unrelated third
party.  Due to the unfavorable real estate market, the estimated
realizable value of the building was reduced by $1,992 in the third
quarter of 2002.  This change resulted in an estimated additional tax
benefit of $641, reduced the estimated liability for settlement of LSAR's
(see note 6) by $203 and reduced the net assets in liquidation by $1,148,
or $.18 per share.

On April 3, 2002, the Company completed the sale of its undeveloped land
near Reading, PA for $651 in cash.  The estimated value of the land was
included in other assets in the Statements of Net Assets in Liquidation
for periods prior to the sale.

Financial Condition

Pursuant to the Plan, after payment or provision for payment of the
Company's indebtedness and other obligations, the cash proceeds of any
asset sales, together with other available cash, will be distributed from
time to time pro rata to the holders of the common stock.  The record
dates with respect to each distribution will be selected by the Board of
Directors.  An initial liquidating distribution of $74,582 or $12.00 per
share was paid on September 8, 2000.  An additional liquidating
distribution of $12,430 or $2.00 per share was paid on December 14, 2001.

Before distributing assets to its stockholders, the Company is required
by Delaware law to make provision for all known claims and obligations
and any unasserted claims that are reasonably likely to arise after the
certificate of dissolution became effective.  The accrual for asserted
claims included in accrued and other liabilities represents management's
judgment as to the estimated amounts required to settle such claims,
should they arise and should they have merit.  Ultimate settlement
amounts for such claims are expected to differ from estimates recorded as
of September 27, 2002.  Accordingly, it is not possible to predict with
certainty the amount required for such claims.

The reported value of net assets in liquidation is subject to adjustment
as estimated values of assets and liabilities are reevaluated each period
and as assets are sold or liabilities are settled for amounts different
from estimates reported in previous periods.

Liquidity and Capital Resources

On September 27, 2002, the Company had cash and cash equivalents of
$13,880.  The future cash needs of the Company will be dependent on the
continuing implementation of the Plan.  The Company believes that its
cash and cash equivalents, its collection of deferred payments on sales
of subsidiaries and its conversion of other assets to cash will be
sufficient to fund its working capital requirements through the
completion of the Plan.

The Company estimates that its total capital expenditures during the
liquidation period will be insignificant.

Other

In April 2000, the Board of Directors authorized immediate vesting of all
outstanding restricted stock, and, effective with the first subsidiary
sale, vesting of stock options granted under the 1989 Stock Option Plan
and the 1996 Long Term Incentive Plan and extension of the exercise
period to the record date of the initial liquidating dividend.  The Board
also added a provision to convert all unexercised options at the record
date of the initial liquidating dividend into Limited Stock Appreciation
Rights.  These rights entitle the holder to receive cash payments for
each share equal to the difference between the aggregate per share
liquidating distribution payable to stockholders upon liquidation and the
per share exercise price applicable to each converted option.  In August,
2000, 1,097,200 options and 705,555 warrants were converted into LSAR's.
Holders of LSAR's were paid $1,866 in connection with the initial
liquidating distribution on September 8, 2000 and $1,639 in connection
with the additional liquidating distribution on December 14, 2001.  The
estimated remaining liability for settlement of the LSAR's at September
27, 2002 is $1,408 and is included in accrued and other liabilities in
the Statements of Net Assets in Liquidation.

Forward-Looking Statements

This Form 10-Q contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the
Company, including statements regarding the timing and outcome of the
sale of the Company's assets, its dissolution and liquidation and the
expected distributions therefrom.  Such statements are only predictions
and involve risks and uncertainties, and actual events or performance may
differ materially from that expressed in any such forward-looking
statements.  Potential risks and uncertainties include, without
limitation: ultimate values realizable for unsold assets, adjustments to
subsidiary sale prices, collection of deferred payments on sales of
assets, post-closing indemnification obligations relating to subsidiary
sales, costs and expenses relating to the dissolution, including income
taxes, and the nature and amount of any unknown contingent liabilities.
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 such as "estimates",
"positioned", "yields", "should generate", "appears", "viewed", "could",
"would position", "expected", "does not expect" and "should allow"
indicate the presence of forward-looking statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company's only financial instruments with market risk exposure are
short-term cash investments which total $13,267 at September 27, 2002.
Based on this balance, a change of one percent in the interest rate would
cause a change in interest income for the year of approximately $133.
This interest amount, less a related tax effect, would have no effect on
the net assets in liquidation per outstanding share since interest income
on cash investments is not accrued in the Statements of Net Assets in
Liquidation.

These financial instruments are non-trading (not entered into for trading
purposes) and carry interest at a market rate.  The Company's objective
in maintaining these variable rate investments is the flexibility
obtained in having cash available for payment of accrued liabilities and
distributions to stockholders without penalties.


ITEM 4.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures that
is designed to ensure that information required to be disclosed by the
Company in this Form 10-Q, and in other reports required to be filed
under the Securities Exchange Act of 1934, is recorded, processed,
summarized and reported within the time periods specified in the rules
and forms for such filings.  Management of the Company, under the
direction of the Company's Chief Executive Officer and Chief Financial
Officer, have reviewed and evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days prior to the date of
this report.  Based on that review and evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the disclosure
controls and procedures are effective in providing them with material
information relating to the Company as required to be disclosed in the
Company's periodic filings under the Exchange Act.

(b) Changes in Internal Controls

There were no significant changes in the Company's internal controls, or
in other factors that could significantly affect these controls
subsequent to the date of their evaluation.




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

	(a)  Exhibits

           99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
           ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
           OF 2002

           99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
           ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
           OF 2002

	(b)  Reports on Form 8-K

           The Company filed Form 8-K/A on July 1, 2002 to amend the Form
           8-K, dated June 14, 2002, that reported the dismissal of Arthur
           Andersen LLP and the engagement of KPMG LLP as the Company's
           independent public accountants for fiscal 2002.


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:  November 6, 2002



CERTIFICATIONS
I, Timothy S. Cobb, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Salient 3
Communications, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in
this quarterly report; *

4.  The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
we have:

a. designed such disclosure controls and procedures to ensure that
   material information relating to the Company, including its
   consolidated subsidiaries, is made known to us by others within
   those entities, particularly during the period in which this
   quarterly report is being prepared;

b. evaluated the effectiveness of the Company's disclosure controls
   and procedures as of a date within 90 days prior to the filing date
   of this quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on
   our evaluation as of the Evaluation Date;

5.  The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the Company's board of directors (or persons performing
the equivalent function):

a. all significant deficiencies in the design or operation of internal
   controls which could adversely affect the Company's ability to
   record, process, summarize and report financial data and have
   identified for the Company's auditors any material weaknesses in
   internal controls; and

b. any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's
   internal controls; and

6.  The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  November 6, 2002
                                                      /s/ Timothy S. Cobb
                                                      -------------------
                                                      Timothy S. Cobb
                                                      Chairman, President and
                                                      Chief Executive Officer

* In lieu of an income statement and balance sheet, the Company's Form
10-Q includes a statement of net assets in liquidation and a statement of
changes in net assets in liquidation.  The certifications made herein
should be construed accordingly.

			____________________________________________



I, Paul H. Snyder, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Salient 3
Communications, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in
this quarterly report; *

4.  The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
we have:

a. designed such disclosure controls and procedures to ensure that
   material information relating to the Company, including its
   consolidated subsidiaries, is made known to us by others within
   those entities, particularly during the period in which this
   quarterly report is being prepared;

b. evaluated the effectiveness of the Company's disclosure controls
   and procedures as of a date within 90 days prior to the filing date
   of this quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on
   our evaluation as of the Evaluation Date;

5.  The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the Company's board of directors (or persons performing
the equivalent function):

a. all significant deficiencies in the design or operation of internal
   controls which could adversely affect the Company's ability to
   record, process, summarize and report financial data and have
   identified for the Company's auditors any material weaknesses in
   internal controls; and

b. any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's
   internal controls; and

6.  The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  November 6, 2002
									/s/ Paul H. Snyder
                                                      ------------------
                                                      Paul H. Snyder
                                                      Senior Vice President and
                                                      Chief Financial Officer

* In lieu of an income statement and balance sheet, the Company's Form
10-Q includes a statement of net assets in liquidation and a statement of
changes in net assets in liquidation.  The certifications made herein
should be construed accordingly.




Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Salient 3 Communications, Inc.
(the "Company") on Form 10-Q for the period ending September 27, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Timothy S. Cobb, the Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. SS 1350, as adopted pursuant to
SS 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company. *

/s/ Timothy S. Cobb
-----------------------
Timothy S. Cobb
Chief Executive Officer
November 6, 2002

* In lieu of an income statement and balance sheet, the Company's Form
10-Q includes a statement of net assets in liquidation and a statement of
changes in net assets in liquidation.  The certifications made herein
should be construed accordingly.



Exhibit 99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Salient 3 Communications, Inc.
(the "Company") on Form 10-Q for the period ending September 27, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Paul H. Snyder, the Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. SS 1350, as adopted pursuant to SS 906 of
the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company. *

/s/Paul H. Snyder
-----------------------
Paul H. Snyder
Chief Financial Officer
November 6, 2002

* In lieu of an income statement and balance sheet, the Company's Form
10-Q includes a statement of net assets in liquidation and a statement of
changes in net assets in liquidation.  The certifications made herein
should be construed accordingly.