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 3, 1998
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
April 3, 1998 (excluding 2,573,903
Class A treasury shares):                 5,841,435     569,962

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

Part I.  Financial Information	

Item I.

 Consolidated Condensed Balance Sheets at
  April 3, 1998 and January 2, 1998 (unaudited)

 Consolidated Condensed Statements of Operations for the
  three month periods ended April 3, 1998
  and April 4, 1997 (unaudited)

 Consolidated Condensed Statements of Cash Flows
  for the three month periods ended April 3, 1998
  and April 4, 1997 (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>
<TABLE>
Part I. Financial Information                                                
                                                                         
 Salient 3 Communications, Inc. and Subsidiaries
 Consolidated Condensed Balance Sheets
 April 3, 1998 and January 2, 1998
 (Unaudited)                                                                   
 (000's)                                                                     
<CAPTION>                                      April 3,        January 2,
                                                 1998             1998      
                                               --------        ----------
 ASSETS                                                                     
                                                                            
 Current assets:     
 <S>                                             <C>               <C>
 Cash and cash equivalents               $       1,808     $       2,979   
 Accounts receivable, net of                                                  
  allowance for doubtful accounts of                                           
  $1,707 and $1,680, respectively               22,542            23,798  
 Inventories                                    21,285            20,128       
 Deferred income taxes                           3,805             3,805    
 Other current assets                            4,205             4,013  
 Net assets held for sale                       16,555            16,195    
                                                ------            ------
    Total current assets                        70,200            70,918     
                                                ------            ------       
                                                                             
 Property, plant and equipment, at cost:        45,557            44,121    
 Less accumulated depreciation and 
   amortization                                 21,412            20,334      
                                                ------            ------        
                                                24,145            23,787    
                                                ------            ------        
 Deferred income taxes                           6,910             7,010    
 Other assets                                    1,000             1,000   
 Goodwill                                       45,000            44,782    
                                               -------           -------      
 Total Assets                           $      147,255     $     147,497   
                                               =======           =======     
                                                                           
 LIABILITIES & STOCKHOLDERS' EQUITY                                
                                                                         
 Current liabilities:                                                 
 Notes payable                          $       11,627     $       8,557
 Accounts payable                                7,592             7,587 
 Salaries and wages                              1,450             1,437
 Income taxes, currently payable                 2,442             3,384
 Estimated liability for contract losses         1,470             1,470 
 Other accrued liabilities                       8,422             8,332
                                                ------            ------    
 Total Liabilities                              33,003            30,767
                                                ------            ------
                                                                           
 Long-term debt                                 11,125            11,245
 Other long-term liabilities                     4,727             4,948
 Self-insured retention                          2,677             2,677    
                                                                            
Stockholders' equity:                                                      
 Common stock                                    8,985             8,985   
 Capital in excess of par value                 37,835            37,835
 Warrants outstanding                            1,665             1,665
 Retained earnings                              88,013            89,929
 Foreign currency translation adjustment           (58)               52
 Deferred compensation-restricted stock         (2,388)           (1,368)
 Treasury stock                                (38,329)          (39,238)
                                                ------            ------       
                                                95,723            97,860
                                                ------            ------     
 Total Liabilities and
 Stockholders' Equity                   $      147,255     $     147,497
                                               =======           =======  

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

</TABLE>
<PAGE>
<TABLE>
Salient 3 Communications, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)                                                          
(000's except for share and per share information)
                                                                
                                                    Three Months Ended
                                             -------------------------------
                                             April 3, 1998     April 4, 1997  
                                             -------------     -------------   
 <S>                                               <C>               <C>
 Telecommunications sales                          $27,975           $24,817
 Cost of goods sold                                 17,426            15,422
                                                    ------            ------
 Gross profit                                       10,549             9,395
                                                               
 Selling, general and administration                10,128             7,476
 Research and development                            2,277             2,047
 Goodwill amortization                                 470               351
                                                     -----             ----- 
 Operating loss                                     (2,326)             (479)
                                                     -----             -----  
 Interest income                                        28                18
 Interest expense                                      395               494
                                                     -----             -----   
 Pre-tax loss from continuing operations            (2,693)             (955)
                                                     -----             -----
 Benefit for taxes on loss                          (1,023)             (341)
                                                     -----             -----
 Net loss from continuing operations                (1,670)             (614)
                                                     -----             -----
 Income from discontinued operations:                                      
      Technical Services Segment (less
      applicable taxes of $243 and $303,                          
      respectively)                                    398               546

      Real Estate Segment (less applicable           
      taxes of $179)                                    -                323
                                                     -----             -----
 Net income from discontinued operations               398               869
                                                     -----             -----
 Total net income (loss)                           $(1,272)         $    255
                                                     =====             =====
 Per share of common stock (Basic and diluted):
                                                                       
 Net loss from continuing operations               $ (0.26)         $  (0.10)
                                                                
                                                                   
 Net income from discontinued operations:
        Technical Services Segment                 $  0.06          $   0.09

        Real Estate Segment                        $   -            $   0.05
                                                      ----              ----
 Total earnings (loss) per share                   $ (0.20)         $   0.04
                                                      ====              ====   

 Cash dividends per share                          $  0.10          $   0.10

 Basic weighted average shares outstanding       6,313,434         6,316,451

 The accompanying notes are an integral part of the consolidated condensed
 financial statements.
</TABLE>                                                                        
<PAGE>
<TABLE>
Salient 3 Communications, In. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(000's)

                                                        Three Months Ended
                                                      ----------------------
                                                      April 3,       April 4,  
                                                        1998           1997    
                                                      --------       --------
Cash flows from operating activities:

<S>                                                 <C>             <C>
Net income (loss)                                   $  (1,272)      $    255 
Adjustments to reconcile net income (loss) to net                             
 cash provided by operating activities:                                    
  Items not affecting cash                              1,999          2,102 
  Changes in current assets and current liabilities    (1,262)        (1,457) 
                                                        -----          -----
   Net cash provided by (used for) 
    operating activities                                 (535)           900 
                                                        -----          -----
Cash flows from investing activities:

Payments for acquisitions                                (952)        (2,204) 
Payments for property, plant and equipment             (1,493)        (1,667) 
                                                        -----          -----
 Net cash used for investing activities                (2,445)        (3,871) 
                                                        -----          -----   
                                                                              
Cash flows from financing activities:

Proceeds from issuance of debt                            -            1,000 
Borrowings under note payable                           3,070          2,224 
Issuance of treasury stock in connection                                   
   with stock option, award and purchase                                    
   plans                                                  160              3 
Payments to acquire treasury stock                       (308)           (65) 
Cash dividends paid                                      (644)          (639) 
Other, net                                               (469)          (318) 
                                                        -----          -----
 Net cash provided by financing activities              1,809          2,205 
                                                        -----          -----

Net decrease in cash and cash equivalents              (1,171)          (766) 

Cash and cash equivalents at beginning of period        2,979          1,482 
                                                        -----          -----
Cash and cash equivalents at end of period          $   1,808        $   716 
                                                        =====          =====
Supplemental cash flow disclosures:
                                                                              
   Interest paid                                    $     366        $   904 
                                                        =====          =====
   Income taxes paid, net of refunds received       $      88        $   892 
                                                        =====          =====
                                                                              
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. In the first quarter of 1997, the Company adopted 
discontinued operations treatment for both its Technical 
Services and Real Estate 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 Consolidated Condensed Statements 
of 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 3, 1998   April 4, 1997
                         -------------   -------------
Revenues:
Technical Services             $20,587         $17,711   
Real Estate                        -             2,150
                                ------          ------
                               $20,587         $19,861
                                ======          ======

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 1998 and 1997.

2. During the first quarter of 1998, the Company adopted 
Statement of Financial Accounting Standards No. 130 (SFAS 
130), which specifies reporting requirements for 
comprehensive income.  The Company has evaluated the impact 
of SFAS 130 and has determined that due to immateriality the 
Company is currently not subject to SFAS 130.  The Company 
will adopt the Statement of Financial Accounting Standards 
No. 131, "Disclosures about Segments of an Enterprise and 
Related Information" (SFAS 131), at the end of 1998 and 
expects to report three reportable business segments - 
wireless, wireline and industrial.

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.

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 3, 1998.

5. During 1997, several key employees were issued an aggregate 
of 80,000 shares, 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 3, 1998       Jan. 2, 1998
                               -------------       ------------
Raw materials and components         $13,152            $12,465
Work in process                        2,449              2,500
Finished goods                         5,684              5,163
                                      ------             ------
                                     $21,285            $20,128
                                      ======             ======

7. Other accrued liabilities includes an accrual relating 
primarily to workers' compensation of $1,950 and $2,128 at 
April 3, 1998 and January 2, 1998, respectively.

8. Effective January 3, 1998, the Company acquired all of the 
outstanding stock of Elemec Systems Ltd. (Elemec) for $952, 
including acquisition costs.  Elemec is part of the Company's 
industrial telecommunications business and was merged into 
GAI-Tronics Corporation's European operations.

9. On April 21, 1997, the Company acquired all of the 
outstanding capital stock of TEC CELLULAR, Inc. (TEC) for 
$14,139, including acquisition costs, plus seven year 
warrants exercisable to purchase 100,000 shares of the 
Company stock at $18 per share.  TEC is part of the Company's 
wireless telecommunication business and is a division of 
SAFCO Technologies, Inc.

On April 30, 1997, the Company acquired all of the 
outstanding stock of DAC Ltd. (DAC) for $5,351, including 
acquisition costs.  DAC is part of the Company's industrial 
telecommunication business and was merged into GAI-Tronics 
Corporation's European operations.

10. During the fourth quarter of 1997, the Company adopted 
Statement of Financial Accounting Standards No. 128 (SFAS 
128), which requires companies to report both basic and 
dilutive earnings per share.  Dilutive shares outstanding 
were determined on the assumption that all outstanding 
options, warrants and shares of restricted stock with a 
strike price below the respective yearend stock price, would 
be issued.  Dilutive shares outstanding for the first quarter 
of 1998 and 1997 were 6,322,251 and 6,412,395, respectively.  
Since these additional shares had an antidilutive impact on 
the Company's loss from continuing operations, the adoption 
of SFAS 128 had no impact to the Company's earnings per share 
calculation.  As of April 3, 1998, the Company had 1,466,254 
outstanding options and warrants with a strike price above 
the first quarter stock price.

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

The Company also paid former shareholders of SAFCO 
Corporation $1,204 in the first quarter of 1997, as part of 
the 1996 asset purchase agreement. 

12. Under terms of a 1996 loan agreement, the Company has a 
working capital line of credit of $18,000 and an acquisition 
line of $50,000, of which up to $5,000 can be used for 
additional working capital.  The loan agreement contains a 
number of financial and other covenants that, among other 
things, requires a certain ratio of funded debt to earnings 
before interest, taxes, depreciation and amortization.  
Although the Company was not in compliance with one of its loan
covenants as of April 3, 1998, it received a compliance waiver 
from its lenders.

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

Results of Operations

In June 1996 the Company announced that its Board of Directors had 
authorized management to explore strategic options for its 
remaining subsidiaries within the technical services and real 
estate segments.  The decision was reached because of the 
Company's desire to focus its business only on telecommunications 
equipment.

In accord with this decision, during the first quarter of 1997, 
the Company adopted discontinued operations treatment for its 
technical services and real estate segments.

Effective January 3, 1998, the Company acquired all of the 
outstanding stock of Elemec Systems Ltd. (Elemec) for $952, 
including acquisition costs.  Elemec is part of the Company's 
industrial group and was merged into GAI-Tronics Corporation's 
European operations.

The Company reported a loss from continuing operations for the 
first quarter of 1998 of $1,670, or $0.26 per share compared to a 
loss of $614, or $0.10 per share for the same period of 1997.  The 
loss from continuing operations resulted primarily from reduced 
margins at the industrial unit, product delays within the wireless 
unit and reduced customer demand for wireline products.

Sales increased 13% for the period from $24,817 in 1997 to $27,975 
in 1998.  The increase in sales was primarily due to the 
acquisitions in the second quarter of 1997 (Note 9) and the Elemec 
acquisition.

The following is a breakdown of sales by telecommunications group:


                   1998               1997             
                   ----               ----
Wireline       $  6,713           $  9,504            
Industrial       16,675             13,316           
Wireless          4,588              1,997          
                 ------             ------ 
  Total        $ 27,976           $ 24,817         
                 ======             ======

The sales by telecommunication group have been restated in 
anticipation of the Company's adoption of the Statement of 
Financial Accounting Standards No. 131, "Disclosures about 
Segments of an Enterprise and Related Information" (SFAS 131).  
The Company will adopt SFAS 131 at the end of 1998 and expects to 
report three reportable business segments - wireless, wireline and 
industrial. 

The wireline sales declined by 29% in 1998 compared to 1997, due 
to a reduction in customer demand for analog channel units, 
prompted by re-use programs at some wireline customers, and the
decision at the end of the first quarter of 1997 to exit the 
contract manufacturing business.  Industrial sales increased 25%  
primarily from the second quarter 1997 acquisition of DAC Ltd. and the  
Elemec acquisition.  The wireless sales grew 130% period-over-period 
due to the inclusion of TEC CELLULAR, Inc. (TEC), acquired in April 
1997, and improved sales by SAFCO.

The gross profit percentage was 38% for both 1998 and 1997.  
Higher wireless margins were offset by lower margins realized 
within the wireline and industrial groups.  Lower margins within 
the wireline group reflect reduced sales and competitive 
pressures,  while the industrial group's margins suffered from 
product mix.

The Company anticipates improvements in results of operations, 
especially in the second half of the year, lead by new product 
releases and increased engineering revenue within the wireless 
unit.  The industrial group implemented price increases during the 
quarter and efforts are underway to reduce material costs in order 
to improve gross profit.  During the quarter, the Company 
completed its study of the current business model of XEL 
Communications, Inc., its wireline subsidiary.  Based on the 
results of that study, management is exploring strategic options 
for XEL that could increase returns on investment and 
profitability.  In addition, the Company is also evaluating 
expense levels and its business models at its other subsidiaries.  
Final decisions on possible changes are expected by the end of the 
second quarter and the Company may incur a restructuring charge at 
that time, related to the implementation of certain profit 
improvement initiatives.


Selling, General and Administration

Selling, general and administration increased 35% in the current 
period compared to the same period in 1997.  The increase in 
selling, general and administration stems primarily from  
acquisitions and higher spending at SAFCO.  

As a percentage of sales, selling, general and administration was 
36% and 30% in the first quarter of 1998 and 1997, respectively.  
The unfavorable relationship stems primarily from the wireline and 
wireless units.  The wireline unit had reduced sales without a 
corresponding decline in expenses.  The wireless unit has a higher 
percentage of selling, general and administration to sales 
compared to the industrial and wireline units.  Therefore, as a 
result of the wireless acquisition in the second quarter of 1997, 
the percentage of selling, general, and administration to sales 
increased.


Research and Development, Goodwill Amortization and Interest 
Expense

Research and development, and goodwill amortization increased 11%, 
and 34% respectively, in 1998 compared to 1997.  The increases are 
primarily due to the acquisitions.

Interest expense declined 20% in the first quarter 1998 compared 
to 1997, due to the proceeds from the sales of discontinued 
operations, offset in part by payments for the acquisitions.


Provision for taxes on income

The provision for taxes on income was an effective rate of 38% and 
36% for the first quarter of 1998 and 1997, respectively.  The 
increase relates to higher state taxes.


Income from discontinued operations

On July 31, 1997, the Company sold its real estate complex, Green 
Hills Corporate Center (GHMC), to Brandywine Realty Trust, for 
$40,000, substantially all in cash.  The sale resulted in a $7,000 
gain, net of income taxes of $5,362, or $1.11 per share.  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 
$0.17 per share.  The Company reduced its debt levels with the 
sales proceeds.

The Company expects that the remaining subsidiary included in 
discontinued operations, Resource Consultants, Inc. (RCI), will 
remain profitable until the disposition is completed.  During the 
first quarter of 1998, the Company signed a Letter of Intent with 
RCI management and an investor group.  The exact timing of the 
disposition is uncertain but is expected to occur near the end of 
the second quarter.  The Company expects that the sale of this 
subsidiary could generate after-tax proceeds of approximately 
$16,000 - $18,000.


Liquidity and Capital Resources

Working capital decreased $2,954 in 1998.  The decline in working 
capital is due to the purchase of Elemec and the final dividend 
payment.  Amounts generated from operations, available cash and 
cash equivalents, anticipated cash proceeds from the RCI sale and 
lines of credit should provide adequate working capital through 
1998.  In addition, the Company announced on January 28, 1998, the 
elimination of the $0.10 per share quarterly dividend after the 
March 10, 1998 payment.  Elimination of the dividend will provide 
additional funds to satisfy working capital requirements.  The 
Company does not expect to make any contingent payments to former 
XEL and SAFCO Corporation shareholders during 1998.

Lines of credit agented by CoreStates Bank, N.A., are available 
through June 30, 1998 to fund both short-term cash needs as well 
as future acquisitions.  The Company expects to renew the lines of 
credit on such date.  As of April 3, 1998, the Company had 
available an $18,000 working capital line of credit as reduced by 
outstanding borrowings of $11,627 and issued letters of credit 
aggregating $1,100.  Although the Company was not in compliance 
with one of its loan covenants at April 3, 1998, it received a 
compliance waiver from its lenders.

The Company estimates that its total capital expenditures in 1998, 
excluding acquisitions, will be approximately $6,500.  No 
restrictions on cash transfers between the Company and its 
subsidiaries exist.



Other

In the second quarter of 1997, the FASB issued Statement of 
Financial Accounting Standards No. 130, "Reporting Comprehensive 
Income" (SFAS 130).  The Company assessed SFAS 130 during the 
first quarter of 1998, and determined that SFAS 130 would have no 
material effect on the Company.

The currency problems with certain Asian countries have had a 
negative impact to their economies.  The Company currently sells 
to customers located in some of these countries and, although the 
current financial conditions will most likely reduce the amount of 
products sold, the Company does not expect a material impact on 
operations.

The Company has assessed the Year 2000 issue and it is not 
expected to have a significant impact on ongoing results of 
operations.


This 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 RCI, its dependence on the U.S. 
government as a customer; and with respect to the 
Telecommunications business, 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 
frame and in the price range indicated.  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 January 28, 1998 
      to announce the elimination of the $0.10 per share 
      quarterly dividend.

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, 1998