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 April 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.
(Formerly GILBERT ASSOCIATES 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
April 4, 1997 (excluding 2,597,881
Class A treasury shares):               5,877,917         509,502


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

Part I.  Financial Information

Item I.

 Consolidated Condensed Balance Sheets at
  April 4, 1997 and January 3, 1997 (unaudited)

 Consolidated Condensed Statements of Operations for the
  three month periods ended April 4, 1997
  and March 29, 1996 (unaudited)

 Consolidated Condensed Statements of Cash Flows
  for the three month periods ended April 4, 1997
  and March 29, 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 
 April 4, 1997 and January 3, 1997   
 (Unaudited) 
 (000's) 
                                              April 4,           January 3,   
                                                 1997                 1997
 ASSETS 

 Current assets: 
 Cash and cash equivalents               $        716        $       1,482  
 Accounts receivable, net of allowance  
     for doubtful accounts of $1,495 and  
     $1,565, respectively                      18,554               20,723  
 Inventories                                   17,210               16,244  
 Deferred income taxes                          4,180                4,180  
 Other current assets                           2,854                2,257  
 Net assets held for sale                      47,293               48,679  
                                               ------               ------
 Total current assets                          90,807               93,565  
                                               ------               ------

 Property, plant and equipment                 36,010               34,691  
 Less accumulated depreciation and 
   amortization                                18,338               17,707  
                                               ------               ------
                                               17,672               16,984  
                                               ------               ------
 Deferred income taxes                          7,855                8,105  
 Other assets                                     500                  500 
 Intangible assets                             37,356               36,593  
                                              -------              -------
 Total Assets                            $    154,190        $     155,747  
                                              =======              =======

 LIABILITIES & STOCKHOLDERS' EQUITY 
   
 Current liabilities: 
 Notes payable                           $      2,224        $        -   
 Accounts payable                               6,903                7,657  
 Salaries and wages                             1,478                1,256  
 Income taxes, currently payable                2,440                3,096  
 Estimated liability for contract losses        1,540                1,539  
 Other accrued liabilities                      7,831               10,654  
                                               ------               ------
 Total current liabilities                     22,416               24,202  
                                               ------               ------
 Long-term debt                                27,218               26,549  
 Other long-term liabilities                    4,954                4,967  
 Self-insured retention                         2,409                2,409  

Stockholders' equity:
 Common stock                                   8,985                8,985  
 Capital in excess of par value                38,064               38,091  
 Warrants outstanding                           1,180                1,180  
 Retained earnings                             89,454               89,838  
 Deferred Compensation-restricted stock          (824)                (287)
 Treasury stock                               (39,666)             (40,187) 
                                              --------             --------
                                               97,193               97,620  
                                              --------             --------
 Total Liabilities and 
   Stockholders' Equity                  $    154,190        $     155,747  
                                              =======              =======

 The accompanying notes are an integral part of the consolidated condensed 
   financial statements. 
<PAGE> 

 Salient 3 Communications, Inc. and Subsidiaries  
 Consolidated Condensed Statements of Operations 
 (Unaudited) 
 (000's except for share information) 

                                                   Three Months Ended 
                                            April 4, 1997       March 29, 1996

 Telecommunications sales                      $   24,817           $   20,168  
 Cost of goods sold                                15,422               12,989  
                                                   ------               ------
 Gross profit                                       9,395                7,179  

 Selling, general and administrative                7,476                4,999  
 Research & development                             2,047                1,808  
 Intangible amortization                              351                  187 
                                                   -------              ------
 Operating profit (loss)                             (479)                 185 

 Interest income                                       18                  102 
 Interest expense                                     494                   62 
                                                   -------              ------
 Pre-tax income (loss) from continuing operations    (955)                 225 
                                                   -------              ------
 Provision (benefit) for taxes on income (loss)      (341)                  85 
                                                   -------              ------
 Net income (loss) from continuing operations        (614)                 140 
                                                   -------              ------
 Income from discontinued operations:       
 Technical Services Segment (less 
  applicable taxes of $303 and $359,  
 respectively)                                        546                  586 
      
 Real Estate Segment (less applicable 
  taxes of $179 and $196, respectively)               323                  320 
                                                  -------               ------
 Net income from discontinued operations              869                  906 
                                                  -------               ------
 Total net income                              $      255           $    1,046  
                                                  =======               ======
 Per share of common stock: 

 Net income (loss) from continuing operations  $    (0.10)          $     0.02 

 Net income from discontinued operations:       
      Technical Services Segment               $     0.09           $     0.10 
      
      Real Estate Segment                      $     0.05           $     0.05 
                                                  -------              -------
 Total earnings per share                      $     0.04           $     0.17 
                                                  =======              =======

 Cash dividends per share                      $     0.10           $     0.20 

 Average number of shares of common stock       6,316,451            6,285,782  

 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)                                             Three Months Ended 
 (000's)                                               April 4,       March 29,
                                                          1997            1996
 Cash flows from operating activities: 

 Net income                                          $     255       $   1,046 
 Adjustments to reconcile net income to net  
  cash provided by (used for) operating activities: 
     Items not affecting cash                            2,102           1,662
     Changes in current assets and current liabilities  (1,457)           (609)
     Other, net                                            -              (315)
                                                       -------          ------
      Net cash provided by operating activities            900           1,784
                                                       -------          ------
 Cash flows from investing activities: 

 Payments for acquisitions                             (2,204)            (954)
 Payments for property, plant and equipment            (1,667)          (1,696) 
 Proceeds from sale of property, plant  
    and equipment                                         -                469 
                                                       -------          -------
  Net cash used for investing activities               (3,871)          (2,181) 
                                                       -------          ------- 
 Cash flows from financing activities: 

 Proceeds from issuance of debt                         1,000               -   
 Borrowings under note payable                          2,224               -
 Issuance of treasury stock in connection 
    with stock option, award and purchase   
    plans                                                   3               -   
 Payments to acquire treasury stock                       (65)             (54)
 Cash dividends paid                                     (639)          (1,257) 
 Other, net                                              (318)            (394)
                                                       -------          -------
  Net cash provided by (used for) financing activities  2,205           (1,705) 
                                                       -------          -------
 Net decrease in cash and cash equivalents               (766)          (2,102) 

 Cash and cash equivalents at beginning of period       1,482           11,119  
                                                       -------          -------
 Cash and cash equivalents at end of period        $      716       $    9,017  
                                                       =======          =======
 Supplemental cash flow disclosures: 

 Interest paid                                     $      904       $       47 
                                                       ======           ======
 Income taxes paid, net of refunds received        $      892       $      380 
                                                       ======           ======


 The accompanying notes are an integral part of the consolidated condensed  
 financial statements. 

<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(000's except for share and per share information)


1.  In the first quarter of 1997, the Company elected discontinued 
operations treatment for both its Technical Services and Real 
Estate Segments.  

On June 5, 1996, the Board of Directors announced that the 
Company had begun to explore strategic options for its 
remaining units within the technical services segment.  
Separate investment banking firms have been retained to develop 
strategies for both SRA and RCI.  The company is continuing to 
explore options for monetizing and disposing of its real estate 
holdings.  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 segment 
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
                         April 4, 1997   March 29, 1996
Revenues:
Technical Services             $17,711          $21,581
Real Estate                      2,150            2,139
                                ------           ------   
                               $19,861          $23,720
                                ======           ======

2.  On April 30, 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.

3.  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.

4.  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 April 4, 1997.

5.  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.

6.  The components of inventories as of the balance sheet dates are 
as follows:
                   April 4, 1997           Jan. 3, 1997
Raw material             $11,264                $10,755
Work in process            2,280                  1,768
Finished goods             3,666                  3,721
                          ------                 ------
                         $17,210                $16,244
                          ======                 ======

7.  Other accrued liabilities includes an accrual relating to 
workers' compensation of $2,027 and $2,082 at April 4, 1997 and 
January 3, 1997, respectively.

8.  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.

9.  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.  Upon consummation of the sale, TEC Cellular 
will become a division of SAFCO Technologies, Inc.

In conjunction with the TEC acquisition, the Company expects to 
record a $6,150 after-tax charge for purchased in-process 
research and development in the second quarter of 1997.  

On April 30, 1997, the Company acquired all of the outstanding 
stock of DAC Ltd. (DAC) for 3 million pounds (approximately 
$5,000).  DAC will become a subsidiary of the GAI-Tronics 
Corporation.

10.  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 in the first quarter.

11.  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.

12.  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 the first quarter of 1997.


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

Results of Operations

First Quarter - 1997 vs. 1996

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.  Discontinued operations treatment reflects the progress 
made in the first quarter towards divestiture of these segments.

On April 30, 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.

The Company reported a loss from continuing operations for the 
first quarter of 1997 of $614 or $0.10 per share, compared to 
income from continuing operations of $140 or $0.02 per share in 
the same period of 1996.  The net loss from continuing operations 
reflects the highly seasonal business of SAFCO.  SAFCO has 
historically generated losses in its first quarter and has earned 
approximately 65% of its annual operating profit in the fourth 
quarter.  SAFCO was acquired on September 30, 1996.  Given SAFCO's 
seasonal business and the Company's increased interest expense and 
goodwill amortization associated with the acquisition, the 
Company's results suffered.

The Company anticipates improvement in results of operations, 
especially in the second half of the year, as a result of SAFCO's 
seasonality.

Revenue from continuing operations increased 23% over the same 
period in 1996 due to revenue growth in the wireline and 
industrial units.  Also, the inclusion of SAFCO contributed to 
higher sales.

Revenue from the wireline and industrial units was $9,504 and 
$11,284, respectively, compared to $7,923 and $10,121 reported in 
the same period last year.  The higher sales reflect increased 
demand for the products in the markets they serve and the 
introduction of new products.  The wireless unit generated $4,029 
of revenue in the first quarter of 1997 compared to $2,124 
reported in the same period as 1996.  The current period includes 
approximately $2,000 of revenue from SAFCO.

The gross profit percentage increased from 36% in the first 
quarter of 1996 to 38% in the current quarter due primarily to the 
inclusion of SAFCO and improved margins.  Higher margins are 
attributed to better product mix and increased wireline and 
industrial revenue levels.  The 1996 gross profit percentage has 
changed from prior reports due to a reclassification of costs.


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

Selling, general and administrative, research and development and 
intangible amortization increased 50%, 13% and 88%, respectively, 
compared to the same period in 1996, due primarily to the SAFCO 
acquisition.


Interest Expense

Interest expense increased in the first quarter of 1997 as 
compared to the first quarter of 1996 due to the debt incurred to 
finance the SAFCO acquisition and operations.


Provision (Benefit) for taxes on income (loss)

The provision (benefit) for taxes on income (loss) decreased from 
an effective rate of 38% in the first quarter of 1996 to 36% in 
the first quarter of 1997.  The decrease relates primarily to 
lower state taxes.


Income from discontinued operations

Net income from discontinued operations for the technical services 
and real estate segments was consistent with prior year results.  
The Company expects its discontinued segments to remain profitable 
until the dispositions are completed.  The exact timing of the 
dispositions is uncertain but should occur within the following 
twelve months.  The Company expects that the sale of these 
segments could generate after-tax proceeds of approximately 
$50,000 - $60,000.


Liquidity and Capital Resources

Working capital and cash and cash equivalents declined $972 and 
$766, respectively, in the first quarter of 1997.

Amounts generated from operations, anticipated proceeds from the 
technical services and real estate segment divestitures, combined 
with available cash and cash equivalents, and short-term lines of 
credit should provide adequate working capital to satisfy the 
contingent payments to former XEL and SAFCO shareholders, and fund 
the TEC and DAC acquisitions (Note 9).

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 $24,000 and $26,000 
available under the acquisition line of credit and working capital 
line, respectively, as of April 4, 1997.

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 in the first quarter.


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
    None

(b) Reports on Form 8-K
  (1) The registrant filed Form 8-K on March 27, 1997 which 
      announced Robert E. LaBlanc, President of Robert E. 
      LaBlanc Associates, had joined the Company's Board of 
      Directors.


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:  May 14, 1997