SSE TELECOM INC
10-Q, 1995-08-15
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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_______________________________________________________________________
                                _______
                                   
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
_______________________________________________________________________
                                _______
                                   
                               FORM 10-Q
                                   
      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                                   
                  FOR THE QUARTER ENDED JULY 1, 1995
                                   
                                  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 number 33-10965
                                   
                           SSE TELECOM, INC.
        (Exact name of registrant as specified in its charter)
                                   
     Delaware                                     52-1466297
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

                                 Suite 710, 8230 Leesburg Pike
                                     Vienna, Virginia 22182
                         (Address of principal
                           executive office)
                                   
          Registrant's telephone number, including area code:
                            (703) 442-4503
                                   
                                   
                                   
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  ____

As of August 7, 1995, the following number of shares of each of the
issuer's classes of common stock were outstanding:
                        Common Stock 5,499,662
<PAGE>                                   

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
                           SSE TELECOM, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                   
Assets                                      October 1,    July 1, 1995
                                               1994
Current Assets                                             (Unaudited)

   Cash and cash equivalents                  $6,118,201     $2,679,070
   Short term investments                             --      2,499,845
   Accounts receivable net of allowance        9,153,903     10,002,261
for doubtful accounts
     of $93,647 at October 1, 1994, and
$156,845 at July 1, 1995
   Inventory                                   5,722,572      5,647,526
   Other current assets                          657,561        658,628
      Total current assets                    21,652,237     21,487,330
                                                                       
 Net property, plant and equipment at cost     1,554,258      1,645,766
Other asset - Investments                             --     14,268,934
Goodwill - Directsat                             853,236             --
Other long term assets, net of product                                 
license amortization of $1,151,238               973,786        405,977
      at October 1, 1994, and $1,176,363
at July 1, 1995
      Total assets                           $25,033,517    $37,808,007
                                                                       
Liabilities and  Stockholders' Equity                                  
Current Liabilities                                                    
   Notes payable                                $397,567            $--
   Accounts payable                            2,170,532      1,668,495
   Accrued salaries and employee benefits        765,236        836,317
   Other accrued liabilities                     654,949      1,017,583
      Total current liabilities                3,988,284      3,522,395
                                                                       
Other long term liabilities                      112,186      4,646,554
Long term debt                                 9,570,228      9,348,428
Commitments                                           --             --
                                                                       
Stockholders' Equity
                                                                       
Common stock $.01 par value per share,            54,600         54,997
10,000,000 shares authorized;
  5,459,996 and 5,499,662 shares issued in
1994 and 1995 respectively
Additional paid in capital                     6,409,562      6,532,762
Retained earnings                              5,495,113      6,853,134
Investment appreciation                               --      7,581,220
Stockholders' notes receivable                 (135,000)             --
Treasury stock, at cost, 79,148 shares and                             
123,275 shares at October 1, 1994, and         (461,456)      (731,483)
  July 1, 1995 respectively
      Total stockholders' equity              11,362,819     20,290,630
      Total liabilities & stockholders'      $25,033,517    $37,808,007
equity
                                   
                                   
                        See accompanying notes
                           SSE TELECOM, INC.
              CONSOLIDATED INCOME STATEMENTS (Unaudited)
  For The Three Months and Nine Months Ended July 2, 1994 and July 1,
                                 1995
                                   
                             Three Months Ended    Nine Months Ended
                             7/2/94     7/1/95     7/2/94     7/1/95
                                                                 
Revenue                     $7,115,7   $9,180,02 $21,880,7   $25,508,5
                                  29           0        57          40
Cost of revenue             4,889,21   6,054,397 14,545,72   16,922,46
                                   4                     1           3
   Gross margin             2,226,51   3,125,623 7,335,036   8,586,077
                                   5
                                                                      
Expense                                                               
   Research and              606,954     753,240 1,862,070   2,144,309
development
   Marketing, general and   1,070,09   1,475,873 3,425,349   4,076,717
administrative                     0
                                                                      
Operating income             549,471     896,510 2,047,617   2,365,051
                                                                      
Amortization of an             8,375       8,375   502,069      25,125
intangible asset
                                                                      
(Gain) on sale of                 --          --  (1,227,17         --
investment                                               9)
                                                                      
Net interest expense and      50,179     112,092   169,465     400,905
other expense
                                                                      
Income before income tax     490,917     776,043 2,603,262   1,939,021
                                                                      
Provision for income taxes   177,000     233,000   939,000     581,000
                                                                      
                                                                      
Net income                  $313,917    $543,043 $1,664,26   $1,358,02
                                                         2           1
                                                                      
Primary earnings per share      $.06        $.10      $.30        $.24
                                                                      
                                                                      
Shares used in computing                                              
primary earnings per share  5,538,57   5,574,017 5,470,188   5,554,870
                                   3                      
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                        See accompanying notes
                                   
                                   
                           SSE TELECOM, INC.
           CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
        For the Nine Months Ended July 2, 1994 and July 1, 1995
                      Increase (Decrease) In Cash
                                   
Operating Activities:                           July 2,    July 1, 1995
                                                 1994
                                                           
Net income                                     $1,664,262    $1,358,021
Adjustments to reconcile net income to net                              
cash provided                                            
    by operating activities:
    Depreciation and amortization                 905,611       457,219
Changes in operating assets and liabilities:                            
    Accounts receivable                         (354,655)      (848,358)
    Inventory                                 (1,186,999)        75,046
    Other current assets                        (214,684)        (1,067)
    Accounts payable                             (42,866)      (502,037)
    Other accrued liabilities                     435,513       362,634
    Accrued salaries and employee benefits        118,380        71,081
                                                                       
         Net cash provided by operating         1,324,562       972,539
activities
                                                                       
Investing Activities:                                                  
    Purchases of equipment                      (561,892)      (523,602)
    Other long term assets                      (189,802)      (720,240)
    Payment on product license                   (12,000)             --
    Short term investments                             --               
                                                             (2,499,845)
                                                                       
         Net cash used by investing             (763,694)    (3,743,687)
activities
                                                                       
Financing Activities:                                                  
    Net payments under lines of credit        (1,378,265)            --
    Borrowings under equipment note and other     328,400            --
notes
    Payment on notes payable                    (284,317)      (656,553)
    Issuance of common stock upon exercise of                          
stock
       options and warrants and related tax     1,316,414       123,597
benefit
    Treasury stock repurchase                                  (270,027)
                                                       --
    Payment of stockholders' notes receivable          --       135,000
    Sale of convertible debenture               2,750,000            --
                                                                       
                                                                       
         Net cash provided (used) by            2,732,232      (667,983)
financing activities
                                                                       
Net increase (decrease) in cash and cash        3,293,100    (3,439,131)
equivalents
Cash and cash equivalents beginning of period     314,057     6,118,201
Cash and cash equivalents end of period         3,607,157     2,679,070
Short term investments end of period                   --     2,499,845
Cash, cash equivalents and short term          $3,607,157    $5,178,915
investments end of period
                                   
                                   
                                   
                        See accompanying notes

                           SSE TELECOM, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   CONSOLIDATED FINANCIAL STATEMENTS

The  financial  information contained herein has been prepared  by  the
Company  without  audit except for information as of October  1,  1994,
which  has been audited.  In the opinion of management, all adjustments
(which  include only normal recurring adjustments) necessary to present
fairly  the  financial position, results of operations and  changes  in
cash flows for the interim periods have been made.

Certain information and footnote disclosures normally included  in  the
financial  statements  prepared in accordance with  generally  accepted
accounting principles have been condensed or omitted.  It is  suggested
that  these  consolidated financial statements be read  in  conjunction
with  the  financial  statements  and notes  thereto  included  in  the
Company's October 1, 1994, annual report on Form 10-K.  The results  of
operations  for  the  period ended July 1, 1995,  are  not  necessarily
indicative of the operating results for the full year.

The  Company  operates on a 52/53 week accounting  year.   Fiscal  1994
included  53  weeks,  and  fiscal 1995  will  include  52  weeks.   The
additional week during fiscal 1994 was added during the first quarter.

2.   INVENTORY

Inventory consists of manufacturing raw materials, work-in process  and
finished  goods.   Inventories are valued  at  the  lower  of  cost  or
realizable  current value.  Cost is based on the average  cost  method,
which  approximates  actual  cost on the first-in,  first-out  ("FIFO")
basis.  At October 1, 1994, and July 1, 1995, inventory consisted of:

                                    October 1,  July 1, 1995
                                          1994
          Manufacturing       raw   $3,877,216    $3,474,403
          materials
          Work-in-process            1,640,241     1,845,259
          Finished Goods               205,115       327,864
                   Total             $5,722,57       $5,647,
                                             2           526

3.   INCOME TAXES

Income  taxes were accrued at a 30% rate for the quarter ended July  1,
1995,  compared to 36% for the quarter ended July 2, 1994,  due  to  an
anticipated  larger percentage of tax savings from  the  foreign  sales
corporation and state tax credits.

4.   COMMITMENTS, NOTES PAYABLE AND LONG TERM DEBT

The  Company  leases office and manufacturing space under  leases  that
expire  in  March 1996.  The terms of the leases provide  for  periodic
escalation in rent payments that have been expensed on a straight  line
basis  over  the term of the lease.  The Company also leases  equipment
under  leases  expiring in various amounts through 1997.   The  Company
also   has   short  term  lease  agreements  related  to   office   and
manufacturing equipment.

The  Company  maintains  a secured operating  line  of  credit  with  a
national bank.  The maximum available under the line of credit was  the
lesser  of  $5.0 million or 80% of qualified receivables.  On  July  1,
1995,  the maximum available under the line of credit was approximately
$4.3  million of which none was borrowed.  Amounts borrowed  under  the
line of credit and interest, which accrues at prime rate (9% at July 1,
1995),  plus .75% are due on February 28, 1996.  The Company is subject
to   and   in   compliance  with  certain  financial   convenants   and
requirements.

During  fiscal  1994,  the  Company  sold  to  EchoStar  Communications
Corporation  $8,750,000 of its 6.5% seven-year convertible subordinated
debentures.   Total  interest expense accrued but not  yet  payable  is
$523,000 as of July 1, 1995, and is reflected in long term liabilities.
The  debentures  are  convertible into the Company's  common  stock  at
$12.00 per share.

5.   SHORT TERM INVESTMENTS

Effective  October 1, 1994, the Company adopted Statement of  Financial
Accounting  Standards No. 115 (SFAS No. 115), "Accounting  for  Certain
Investments in Debt and Equity Securities."  Previously, the  Company's
securities investments were recorded at lower of cost or market.  Under
SFAS  No.  115,  the  Company's securities investments,  including  the
EchoStar  investment, are classified as available-for-sale.  Available-
for-sale securities are stated at fair value with the unrealized  gains
and  losses,  net  of  taxes,  reported  in  a  separate  component  of
stockholders' equity.  Realized gains and losses, and declines in value
judged to be other than temporary on available-for-sale securities, are
included in other income.  The cost of securities sold is based on  the
average  cost method.  Dividends on securities classified as available-
for-sale are included in other income.

On  December 30, 1994, the Company completed the exchange of its  91.2%
interest  in  Directsat for 1,216,957 shares of EchoStar Communications
Corporation  ("EchoStar"), Class A common stock, or approximately  2.5%
of EchoStar.  Prior to EchoStar offering its shares for public trading,
a  reverse  split by EchoStar reduced the Company's holding to  912,717
shares.  During the third quarter EchoStar's common stock began trading
on  the  NASDAQ stock market under the symbol "DISH".  As of  June  30,
1995,  (the last trading day of the quarter) the stock was trading  for
$15.25  per share.  The Company has adjusted the value of the stock  to
$13,919,000,  an  increase  of  approximately  $12,227,000   over   the
Company's  initial  investment in Directsat.  This adjustment,  net  of
deferred  tax,  is  reflceted as a separate component of  stockholders'
equity.

The  Company  announced on June 16, 1995, that SSE  Telecom,  Inc.  and
Paris  based  Alcatel  Telspace ("Alcatel")  agreed  to  invest  up  to
$1,300,000  in  Media4, Inc., ("Media4") located in  Atlanta,  Georgia.
Media4  is  developing new products for the distribution of  multimedia
information  over wireless networks.  The investment is  to  be  funded
equally  by SSE and Alcatel and includes an equity interest as well  as
proprietary  product development.  As of the end of  the  quarter,  the
Company has invested $350,000 in Media4.



INVESTMENT TABLE

                                                   Estimated
                                           Cost   Fair Value
          Available-for-Sale                                
          Due in one year or less             $            $
                                      2,402,000    2,401,000
          Due   after   one   year       98,000       99,000
          through three years
          Due after  three years                            
                                              $            $
                                       2,500,00    2,500,000
                                              0
          Other         assets-Equity         $    $14,269,0
          investments                  2,042,00           00
                                              0


In accordance with SFAS No. 115, prior period financial statements have
not been restated to reflect the change in accounting principle.  There
was  no  cumulative effect of adopting SFAS No. 115, as of  October  1,
1994.

Item  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
     RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The following table sets forth, for the quarter periods ended the dates
indicated, certain income and expense items expressed as an approximate
percentage of the Company's total revenues:

                           Three Month       Nine Month   
                         07/02/9  07/01/9  07/02/9  07/01/9
                            4        5        4        5
                                                       
Revenue                    100%    100%     100%     100%
Gross margin               31%      34%      34%      34%
Research and development    9%      8%       9%       8%
expense
Marketing,  general  and   15%      16%      16%      16%
administrative expenses
Operating income            7%      10%      9%       10%
Amortization of  product    --      --       2%       --
license
Gain on sale                --      --      (6%)      --
Net interest expense and    1%      1%       1%       2%
other expense
Income before income tax    6%      9%       12%      8%
Provision   for   income    2%      3%       4%       2%
taxes
Net income                  4%      6%       8%       6%


Three Months Ended July 1, 1995, Compared With Three Months Ended  July
2, 1994.

SSE  Telecom's revenues reached a new quarterly high and  increased  by
29%  from  $7,116,000  for third quarter 1994 to $9,180,000  for  third
quarter 1995.  International revenue continues to average approximately
eighty percent of total revenue.

Gross  margin for the third quarter of 1995 increased $899,000  or  40%
from the same quarter fiscal 1994.  The margin increase is attributable
to  a  decrease in product cost from the previous year, higher  revenue
thus absorbing manufacturing overhead and a strong margin from the  new
Triband  converter sales.  Offsetting the margin increase was an  issue
with a supplier of a component that is included in one of the Company's
products which caused some extra repair or replacement costs this year.
These  costs were higher than anticipated during the third quarter  and
had  an unfavorable effect on the gross margin.  In the aggregate as  a
percentage of revenue, gross margin increased from 31% to 34%.

Research and development expense for the quarter increased $146,000  or
24%.   Emphasis  during the quarter was on final  design  of  the  Star
series  advanced satellite transceiver product and preparation  of  the
new product for manufacturing transfer.  Other research and development
projects included final development of an outdoor Triband converter and
system   designs,  on-line  engineering  change  order   software   and
processes,  and  ISO-9001  certification.   During  fiscal  1995,   all
departments of the Company have been working on ISO-9001 certification.
The   Company  expects  to  complete  the  requirements  for   ISO-9001
certification  during 1995.  As a percentage of revenue,  research  and
development expenses during the quarter was 8% in 1995 and 9% in 1994.

Marketing,  general and administrative expenses increased  $406,000  or
38%  from  third quarter 1994.  During the third quarter,  the  Company
offered  greater support to its customers by increasing  staff  in  the
areas  of  sales, marketing, and customer service.  As a percentage  of
revenue,  marketing,  general and administrative  expenses  during  the
quarter  was  16%  in 1995 and 15% in 1994.  The Company  expects  that
marketing,  general and administrative expenses will  continue  at  the
same level during the remainder of the year.

As  a  result  of  improved  gross margin, operating  income  increased
$347,000  or 63% from third quarter 1994.  As a percentage of  revenue,
operating income increased to 10% in 1995 from 7% in 1994.

Amortization for the quarter of the Company's product license  for  the
Nokia open network modem was the same in 1995 and 1994.

Net  interest expense and other expense increased $62,000 or 123%  from
third  quarter  1994.   This  increase  is  primarily  the  result   of
additional interest expense of approximately $24,000 and an increase in
warranty  reserve  of approximately $30,000.  The  Company  has  higher
interest  expense  as a result of interest due on  debentures  sold  to
EchoStar  during  fiscal  1994.   Currently,  the  Company's  quarterly
interest  expense  for the debentures is approximately  $142,000.   The
Company's  third  quarter  interest  income  of  approximately  $79,000
resulted  from  short  term investment of excess funds   in  securities
emphasizing fixed income and low risk.  As a percentage of revenue, net
interest expense and other expense was 1% in 1995 and 1994.

Third quarter 1995 income before income tax increased $285,000 or  58%.
As  a  percentage of revenue, income before income tax increased to  9%
from 6% in 1994.

Provision for taxes on income increased $56,000 or 32% in third quarter
1995 from the same quarter in 1994.  Such an increase is attributed  to
the  increase in quarterly income.  The increase in provision for taxes
on income was lessened by a lower tax rate of 30% in fiscal 1995 versus
36%  in fiscal 1994.  The lower tax rate reflects larger percentage tax
savings  from  the Company's foreign sales corporation  and  state  tax
credits.

Third  quarter net income increased $229,000 or 73% from third  quarter
1994.  As a percentage of revenue, net income increased to 6% in fiscal
1995 from 4% in fiscal 1994.

The  Company had a backlog of firm orders of $6.7 million  on  July  1,
1995.   Management  expects substantially all orders  to  be  delivered
within  fiscal  1995.  The quarter ending backlog is representative  of
the  historic product and customer mix.  Backlog as of August 7,  1995,
was  $7.5 million.  In addition, the Company has received approximately
$1  million  of  orders  for  the  new STAR  series  advance  satellite
transceivers that have not been added to backlog because delivery dates
have  yet  to  be  finalized; firm delivery dates are  currently  being
negotiated.   The Company does not believe that backlog is  necessarily
indicative  of  future revenues.  Timing differences  from  quarter  to
quarter  as  to  the  receipt of large orders and  changes  in  factory
production  make meaningful quarter to quarter comparisons  of  backlog
difficult.

Nine Months Ended July 1, 1995, Compared With Nine Months Ended July 2,
1994

Revenue  year  to  date fiscal 1995 is $25,509,000.  Revenue  increased
$3,628,000 or 17% from the same time period in fiscal 1994.

Gross margin increased $1,251,000 or 17% from the comparable period  in
1994.   As  a percentage of revenue, gross margin was 34% in  1995  and
1994.  During the third quarter of the year an issue with a supplier of
a  component  that is included in one of the Company's products  caused
some  extra  repair or replacement costs which adversely  effected  the
gross  margin.   The  Company expects improved profitability  with  the
commercial  quantity  production and shipment of the  new  STAR  series
advanced satellite transceiver.

The   Company  continues  to  invest  substantially  in  research   and
development.   Research and development expense increased  $282,000  or
15%   during the first nine months from the same time period  in  1994.
The  focus of research and development during fiscal 1995 has  been  on
the  completion of the Triband rack-mounted converters, the development
of  C-Star and K-Star transceivers and software to monitor and  control
equipment  at  remote sites.  As a percentage of revenue, research  and
development  expense year to date in 1995 is 8% and 9%  in  1994.   The
Company anticipates similar levels of research and development expenses
through the balance of fiscal 1995.

Marketing, general and administrative expense increased $651,000 or 19%
in  the first nine months of 1995 compared to the same period in  1994.
The  Company added to the marketing department an Asia/Pacific regional
sales  manager,  opened an European sales office, added internal  sales
and  customer  service support and increased marketing resources.   The
increase in sales and marketing expense was required, and will continue
at similar levels, due to increased competition in the industry and the
Company's  desire  to  provide improved customer service.  General  and
administrative  cost also increased with the addition of  personnel  to
support  the  growth  of  the  Company  in  areas  such  as  management
information systems, cost accounting, and human resources.   Marketing,
general  and  administrative expense as a percentage of revenue  during
the first nine months was 16% in 1995 and 1994.

As  the result of the forgoing, operating income increased $317,000  or
16%  year  to  date 1995 from year to date 1994.  As  a  percentage  of
revenue, operating income was 10% in 1995 and 9% in 1994.

Amortization of the Company's product license decreased $477,000 or 95%
from the first nine months of 1994.  During the second quarter of 1994,
the  Company  made  the decision to reduce the carrying  value  of  the
product  license  by  $374,000 thereby reducing quarterly  amortization
from approximately $60,000 to $8,400.

During fiscal 1994, the Company sold its approximate 8% minority equity
ownership  interest  and creditor position in DBSC  to  EchoStar  which
resulted  in a net gain of $1,227,000.  This non-recurring gain  cannot
be  compared to year to date fiscal 1995.  As a percentage of  revenue,
the 1994 gain is 6%.

Net interest expense and other expenses increased $231,000 or 137% from
year  to  date  1994.   This increase is from  additional  expenses  of
approximately $135,000 for interest, $70,000 for allowance for doubtful
accounts  and  $50,000 warranty repair reserve.   As  a  percentage  of
revenue,  net  interest and other expense was two  percent  during  the
first  nine months of 1995 and one percent during the first nine months
of 1994.

Fiscal 1995 income before tax decreased $664,000 or 26% from 1994.  The
factor contributing to this decrease in income before income tax is the
1994  non-recurring  gain.  As a percentage of revenue,  income  before
income tax decreased from  12% in 1994 to 8% in 1995.

Provision  for taxes on income decreased $358,000 or 38% in  1995  from
the  same  time period in 1994.  Such decrease resulted from a decrease
in  the Company's taxable income and a lower effective tax rate of  30%
in  fiscal 1995 versus 36% in fiscal 1994.  The lower tax rate reflects
a  larger  percentage  tax  savings from the  Company's  foreign  sales
corporation and state tax credits.

As  a  result  of  the  foregoing, year to date 1995  income  decreased
$306,000  or  18% from 1994 year to date results.  As a  percentage  of
revenue,  net income decreased to 6% in fiscal 1995 from 8%  in  fiscal
1994.

Liquidity and Capital Resources

On  July  1,  1995,  the Company had working capital  of  $18  million,
including  $5.2  million  of  cash, cash  equivalents  and  short  term
investments, compared with working capital of $11.8 million,  including
$3.6  million of cash and cash equivalents on July 2, 1994.   Net  cash
provided  by  operating activities was $973,000 for nine  month  period
ended  July  1,  1995,  compared  to net  cash  provided  by  operating
activities of $1,325,000 for the nine month period ended July 2, 1994.

Accounts receivable increased $848,000 from year end 1994.  During June
1995,  the  Company  shipped record levels of  equipment  resulting  in
higher levels of accounts receivable.  The Company has offered extended
payment  terms  to  certain customers.  The Company  has  a  policy  of
granting extended terms to credit worthy international customers  which
are  usually  backed by letters of credit or credit insurance.   As  of
August  7,  1995,  the  accounts receivable balance  was  approximately
$7,600,000.

Inventory  turnover (defined as annualized cost of revenues divided  by
quarter-end  inventory balance) was 4.3 and 3.6 for the quarters  ended
July 1, 1995, and July 2, 1994.  After inventory increases through  the
first  six months of the year, inventory decreased $397,000 during  the
third quarter.  This decrease is the result of a plan instituted during
February  1995,  to reduce inventory levels, while at  the  same  time,
stocking  appropriate  levels of inventory  to  support  shipments  and
customer needs.  The Company expects that the introduction of the  Star
series  of advanced transceiver products will increase inventory levels
through mid 1996, however it is still the goal of the Company to reduce
overall total inventory value.

The  Company purchased $524,000 of fixed assets during the  first  nine
months  of  fiscal  1995.   These assets  include  test  equipment  for
research and development, production, and additional computer equipment
for  information  systems.  The Company is currently self  funding  the
purchase of assets.

Total  long term assets have increased $12,848,000 since year-end 1994,
which  is  the  primary result of  the increase in  the  value  of  the
EchoStar stock owned by the Company.  On December 30, 1994, the Company
completed the exchange of its 91.2% interest in Directsat for 1,216,957
shares  of  EchoStar,  Class A common stock, or approximately  2.5%  of
EchoStar.  Prior to EchoStar offering its shares for public trading,  a
reverse  split  by  EchoStar reduced the Company's holding  to  912,717
shares.  During the third quarter EchoStar's common stock began trading
on  the  NASDAQ stock market under the symbol "DISH".  As of  June  30,
1995,  (the last trading day of the quarter) the stock was trading  for
$15.25  per share.  The Company has adjusted the value of the stock  to
$13,919,000,  an  increase  of  approximately  $12,227,000   over   the
Company's  initial  investment in Directsat.  This adjustment,  net  of
deferred  tax,  is  reflected as a separate component of  stockholders'
equity,

A  second  increase  in  long  term assets occurred  when  the  Company
announced  on  June 16, 1995, that SSE Telecom, Inc.  and  Paris  based
Alcatel  Telspace  ("Alcatel") agreed to invest  up  to  $1,300,000  in
Media4,  Inc.,  ("Media4")  located in  Atlanta,  Georgia.   Media4  is
developing  new products for the distribution of multimedia information
over wireless networks.  The investment is to be funded equally by  SSE
and  Alcatel  and  includes an equity interest as well  as  proprietary
product  development.  As of the end of the quarter,  the  Company  has
invested $350,000 in Media4.

Other   long   term   assets  include  some  product  development   and
construction  in  process  ("CIP") which increased  to  $381,000.   The
Company  is  developing  software to monitor and  control  its  various
products and other equipment at remote sites.  This cost of development
will  be  amortized over the useful life of the software.  Current  CIP
projects  are  for  automatic  test  stations  for  manufacturing,  and
teleconferencing equipment to link the Company's own facilities.

Trade  accounts payable decreased $502,000 from year-end 1994.  A  plan
put  in  place  during the second quarter to control inventory  growth,
resulted   in  slowed  receipts  of  inventory  which  is   the   major
contributing factor to the decrease in trade accounts payable.

Accrued  salaries and employee benefits increased $71,000 from year-end
1994.   The increase is primarily the result of an increase in  accrued
payroll.

Other  accrued  liabilities  increased  $363,000  from  year-end  1994.
Accrued taxes payable increased $367,000 and accrued interest decreased
$103,000.   The  Company currently does not make interest  payments  to
EchoStar  for  the  $8,750,000 seven year 6.5%  convertible  debenture.
During  the  third quarter this accrued interest from fiscal  1994  and
1995,   for  the  EchoStar  debenture  was  adjusted  as  a  long  term
liability.

Short term notes payable decreased $398,000.  The Company paid off  its
current portion of its equipment line of credit.

Other  long term notes payable increased $4,313,000 compared to October
1,  1994.   Deferred taxes increased $4,647,000, as a  result  of   the
unrealized  gain  in the value of the EchoStar investment.   Long  term
notes  decreased $820,000.  Of this total $324,000 paid  off  the  long
term portion of the Company's equipment line of credit.  The other long
term liability primarily related to Directsat debt, $496,000, which was
paid  during  the  second  quarter.  Debenture interest,  $523,000  was
reclassified from short term debt to long term debt.

The  Company's capital resource commitments on April 1, 1995, primarily
consisted  of  obligations under operating leases for the manufacturing
facilities.

During  1995, the Company intends to pursue strategic acquisitions  and
investments  in the satellite communications and related  markets  that
will  complement and expand its current market position.   The  Company
believes  it has the necessary capital resources available  to  it  for
such a program.

The Company's capital requirements could change in the event of factors
such  as  lower-than anticipated demand for the Company's  products  or
unanticipated limitations on debt financing.  If any of these or  other
events  should  occur, the Company could experience  a  need  to  raise
additional  capital.  The Company believes its current line of  credit,
internally generated funds and funds from the sales of debentures  will
be  sufficient  in fiscal 1995 to meet its operating and other  capital
requirements needs.













































PART II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits included herein (numbered in accordance with Item 601  of
Regulation S-K)

 Exhibit Number             Description              Sequential Page
                                                         Number
                                                  
       11            Computation of Per Share            Page 14
                             Earnings

(b)  Reports on Form 8-K

None








































                              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 hereunto duly authorized.

Dated:  August 11, 1995                      SSE TELECOM, INC.



                                        By: /s/ Frederick C. Toombs
                                               Frederick C. Toombs,
                                               President

                                        By: /s/ Daniel E. Moore
                                               Daniel E. Moore,
                                               Chief Financial Officer

                   Attached and Made Part of Part II
      Of 10Q for the Quarters Ended July 2, 1994 and July 1, 1995
                                   
                                  Three Months     Nine Months
                                     Ended            Ended
                                 7/2/94  7/1/95  7/2/94   7/1/95
Primary                                                   
   Weighted common average                                       
shares                                                           
   outstanding before           5,218,3  5,399,6 5,060,7  5,401,7
repurchases                          99       68      43       46
   applying the treasury
stock method
                                                                 
   Increase in weighted                                          
average shares due to                                            
   repurchases applying the     320,174  174,349 409,445  153,124
treasure stock
   method for stock options
and warrants
                                                                 
Primary    weighted    average  5,538,5  5,574,0 5,470,1  5,554,8
shares                               73       17      88       70
                                                                 
Primary net income              $313,91  $543,04 $1,664,  $1,358,
                                      7        3     262      021
                                                                 
Net income per share               $.06     $.10    $.30     $.24
                                                          
Fully diluted
   Weighted common average                                       
shares                                                           
   outstanding before           5,218,3  5,399,6 5,060,7  5,401,7
repurchases                          99       68      43       46
   applying the treasury
stock method
                                                                 
   Increase in weighted                                          
average shares due to                                            
   repurchases applying the     320,174  189,180 409,445  212,749
treasure stock
   method for stock options
and warrants
                                                                 
Fully diluted weighted average  5,538,5  5,588,8 5,470,1  5,614,4
shares                               73       48      88       95
                                                                 
Fully diluted net income        $313,91  $543,04 $1,664,  $1,358,
                                      7        3     262      021
                                                                 
Fully  diluted net income  per     $.06     $.10    $.30     $.24
share








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