FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549

                   Quarterly Report Pursuant to Section 13 or 15(d)
                        of the Securities Exchange Act of 1934


For Quarter Ended  JUNE 30, 1996       Commission File Number   1-5620
                   -------------                                ------


                             SAFEGUARD SCIENTIFICS, INC.
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


    PENNSYLVANIA                                      23-1609753
- --------------------------------------------------------------------------------
(state or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification Number)


800 THE SAFEGUARD BUILDING,       435 DEVON PARK DRIVE     WAYNE, PA    19087
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code         (610) 293-0600
                                                            ---------------

    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 and 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
                   ---                ---

Number of shares outstanding as of          AUGUST 9, 1996

Common Stock                 29,949,982




                             SAFEGUARD SCIENTIFICS, INC.
                              QUARTERLY REPORT FORM 10-Q

                                        INDEX

                            PART I - FINANCIAL INFORMATION           PAGE
                            ------------------------------           ----


Item 1 - Financial Statements:

    Consolidated Balance Sheets -
    June 30, 1996 (unaudited) and December 31, 1995 . . . . . . . . .  3

    Consolidated Statements of Operations (unaudited)-
    Three and Six Months Ended June 30, 1996 and 1995 . . . . . . . .  5


    Consolidated Statements of Cash Flows (unaudited)-
    Six Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . .  7

    Notes to Consolidated Financial Statements. . . . . . . . . . . .  8

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations. . . . . . . .  9


                             PART II - OTHER INFORMATION
                             ---------------------------

Item 5 - Other Information . . . . . . . . . . . . . . . . . . . . . . 15

Item 6 - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 15

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16


                                          2




                             SAFEGUARD SCIENTIFICS, INC.
                             CONSOLIDATED BALANCE SHEETS
                                    (000 omitted)

 




                                                         June 30     December 31
ASSETS                                                    1996          1995
                                                       ----------    -----------
                                                       (UNAUDITED)
                                                               
CURRENT ASSETS
Cash and cash equivalents                             $   38,354    $     7,267
Receivables less allowances ($2,923-1996; $2,644-1995)   349,910        285,684
Inventories                                              213,011        197,948
Other current assets                                       5,897          7,376
                                                       ----------    -----------
     Total current assets                                607,172        498,275

PROPERTY, PLANT AND EQUIPMENT                             78,450         80,235
     Less accumulated depreciation and amortization      (34,564)       (36,960)
                                                       ----------    -----------
                                                          43,886         43,275

COMMERCIAL REAL ESTATE                                    26,591         25,810
     Less accumulated depreciation                        (8,500)        (8,023)
                                                       ----------    -----------
                                                          18,091         17,787


OTHER ASSETS
Investments                                              140,101        132,860
Notes and other receivables                               10,086          5,882
Excess of cost over net assets of businesses acquired     26,717         28,830
Other                                                     21,296         15,965
                                                       ----------    -----------
                                                         198,200        183,537
                                                       ----------    -----------

                                                       $ 867,349      $ 742,874
                                                       ----------    -----------
                                                       ----------    -----------



 
                                          3




                             SAFEGUARD SCIENTIFICS, INC.
                             CONSOLIDATED BALANCE SHEETS
                             (000 omitted except shares)


                                                   June 30      December 31
LIABILITIES AND SHAREHOLDERS' EQUITY                1996           1995
                                                ------------    -----------
                                                (UNAUDITED)
CURRENT LIABILITIES
Current commercial real estate debt            $        334    $     3,103
Current debt obligations                              6,162          9,382
Accounts payable                                    206,857        192,919
Accrued expenses                                     66,821         66,212
                                                ------------    -----------
    Total current liabilities                       280,174        271,616

LONG TERM DEBT                                      185,069        204,431
COMMERCIAL REAL ESTATE DEBT                          20,042         17,380

DEFERRED TAXES                                       24,765         28,449

MINORITY INTEREST AND OTHER                          77,336         66,689

CONVERTIBLE SUBORDINATED NOTES                      115,000

SHAREHOLDERS' EQUITY
Common stock, par value $.10 a share
    Authorized 100,000,000 shares
    Issued      32,799,342 shares                     3,280          3,280
Additional paid-in capital                           20,584         20,709
Retained earnings                                   119,431        110,043
Treasury stock, at cost
    2,849,360 shares-1996; 3,434,828 shares-1995     (9,104)       (10,471)
Net unrealized appreciation on investments           30,772         30,748
                                                ------------    -----------
                                                    164,963        154,309
                                                ------------    -----------
                                                  $ 867,349      $ 742,874
                                                ------------    -----------
                                                ------------    -----------


                                          4




                             SAFEGUARD SCIENTIFICS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                         (000 omitted except per share data)

                                                      Three Months Ended
                                                            June 30
                                              ---------------------------------
                                                    1996             1995
                                              ---------------  ----------------
                                                          (UNAUDITED)
REVENUES
  Net Sales
     Product                                       $479,464       $336,891
     Services                                        47,978         33,681

                                                ------------    -----------
  Total net sales                                   527,442        370,572

  Gains on sales of securities, net                   6,279          4,591
  Other income                                        1,950          2,117
                                                ------------    -----------

      Total revenues                                535,671        377,280

COSTS AND EXPENSES
  Cost of sales- product                            425,712        297,761
  Cost of sales- services                            32,980         22,003
  Selling                                            31,347         22,479
  General and administrative                         21,195         15,712
  Depreciation and amortization                       4,868          4,136
  Interest                                            5,803          5,106
  Income from equity investments                     (1,079)          (696)
                                                ------------    -----------
      Total costs and expenses                      520,826        366,501
                                                ------------    -----------

EARNINGS BEFORE MINORITY INTEREST AND TAXES          14,845         10,779
    Minority interest                                (5,832)        (2,836)
                                                ------------    -----------

EARNINGS BEFORE TAXES ON INCOME                       9,013          7,943

    Provision for taxes on income                     3,605          3,177
                                                ------------    -----------
NET EARNINGS                                     $    5,408     $    4,766
                                                ------------    -----------
                                                ------------    -----------

EARNINGS PER SHARE
  Primary                                             $ .16          $ .15
  Fully diluted                                       $ .16          $ .14

AVERAGE COMMON SHARES OUTSTANDING
  Primary                                            31,333         30,579
  Fully diluted                                      31,349         30,717


                                          5




                             SAFEGUARD SCIENTIFICS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                         (000 omitted except per share data)

                                                       Six Months Ended
                                                           June 30
                                              ---------------------------------
                                                     1996            1995
                                              ---------------  ----------------
                                                         (UNAUDITED)
REVENUES
  Net Sales
    Product                                        $867,137       $651,402
    Services                                         90,402         62,329
                                                ------------    -----------
  Total net sales                                   957,539        713,731

  Gains on sales of securities, net                  11,959          6,599
  Other income                                        3,838          5,049
                                                ------------    -----------

    Total revenues                                  973,336        725,379

COSTS AND EXPENSES
  Cost of sales- product                            770,435        575,421
  Cost of sales- services                            60,026         41,195
  Selling                                            59,301         43,488
  General and administrative                         38,860         29,692
  Depreciation and amortization                       9,484          8,173
  Interest                                           11,158         10,114
  Income from equity investments                     (1,966)        (1,566)
                                                ------------    -----------
    Total costs and expenses                        947,298        706,517
                                                ------------    -----------

EARNINGS BEFORE MINORITY INTEREST AND TAXES          26,038         18,862
    Minority interest                               (10,391)        (5,027)
                                                ------------    -----------

EARNINGS BEFORE TAXES ON INCOME                      15,647         13,835

    Provision for taxes on income                     6,259          5,533
                                                ------------    -----------
NET EARNINGS                                     $    9,388     $    8,302
                                                ------------    -----------
                                                ------------    -----------

EARNINGS PER SHARE
  Primary                                             $ .28          $ .26
  Fully diluted                                       $ .28          $ .24

AVERAGE COMMON SHARES OUTSTANDING
  Primary                                            31,195         30,372
  Fully diluted                                      31,261         30,633


                                          6 



                           SAFEGUARD SCIENTIFICS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (000 omitted)

                                                         Six Months Ended
                                                              June 30
                                                   ----------------------------
                                                       1996            1995
                                                   ------------    ------------
                                                            (UNAUDITED)
OPERATING ACTIVITIES
Net earnings                                         $   9,388        $  8,302
Adjustments to reconcile net earnings to cash 
  from operating activities
  Depreciation and amortization                          9,484           8,173
  Deferred income taxes                                 (1,716)           (698)
  Income from equity investments                        (1,966)         (1,566)
  Gains on sales of securities, net                    (11,959)         (6,599)
  Minority interest, net                                 6,234           3,016
                                                  ------------    ------------
                                                         9,465          10,628

Cash provided (used) by changes in working 
 capital items
  Receivables                                          (63,879)         17,302
  Inventories                                          (15,170)          5,313
  Accrued liabilities and other                         14,646         (27,120)
                                                  ------------    ------------
                                                       (64,403)         (4,505)
                                                  ------------    ------------
Cash provided (used) by operating activities           (54,938)          6,123

Proceeds from sales of securities, net                  35,285          13,044
                                                  ------------    ------------
Cash provided (used) by operating activities 
  and sales of securities, net                         (19,653)         19,167

OTHER INVESTING ACTIVITIES
Investments and notes acquired, net                    (24,769)         (3,841)
Capital expenditures                                    (9,022)         (5,860)
Business acquisitions, net of cash acquired             (5,655)         (1,754)
Other, net                                              (4,336)         (4,765)
                                                  ------------    ------------
Cash (used) by other investing activities              (43,782)        (16,220)

FINANCING ACTIVITIES
Issuance of subordinated notes, net                    112,109
Net repayments on revolving credit facilities          (11,763)           (820)
Net repayments on term debt                             (8,111)           (804)
Issuance of Company and subsidiary stock                 2,287           2,398
                                                  ------------    ------------
Cash provided by financing activities                   94,522             774
                                                  ------------    ------------
INCREASE IN CASH AND CASH EQUIVALENTS                   31,087           3,721
Cash and Cash Equivalents - beginning of year            7,267           7,860
                                                  ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD            $  38,354        $ 11,581
                                                  ------------    ------------
                                                  ------------    ------------

                                       7



                           SAFEGUARD SCIENTIFICS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1996

1.  The accompanying unaudited interim consolidated financial statements were 
    prepared in accordance with generally accepted accounting principles for 
    interim financial information. Accordingly, they do not include all of the 
    information and footnotes required by generally accepted accounting 
    principles for complete financial statements. The Summary of Accounting 
    Policies and Notes to Consolidated Financial Statements included in the 
    1995 Form 10-K should be read in conjunction with the accompanying 
    statements. These statements include all adjustments (consisting only of 
    normal recurring adjustments) which the Company believes are necessary for 
    a fair presentation of the statements. The interim operating results are 
    not necessarily indicative of the results for a full year.

2.  In February 1996, the Company issued $115 million of 6% Convertible 
    Subordinated Notes due February 1, 2006. The Notes are convertible into 
    the Company's Common Stock at $28.985 per share. The Company used 
    approximately $67 million of the net proceeds from the Notes to repay 
    all of the Company's outstanding indebtedness under its revolving credit 
    facility at that date.

3.  During April 1996, CompuCom executed amendments to its August 1993 
    Financing and Security Agreement ("Credit Facility") eliminating the 
    $60 million fixed rate portion and increasing the amount of borrowings 
    CompuCom may allocate to LIBOR tranches up to $165 million. The amount of 
    the Credit Facility remained at $175 million, with the interest rate on 
    the remaining $10 million at prime. The amendment also extended the 
    maturity date of the Credit Facility to April 1, 1998. In addition, during 
    April 1996, CompuCom entered into an agreement for a $75 million receivable
    securitization whereby a portion of trade receivables are pledged to a 
    third party as collateral, increasing its financing capability to $250 
    million. The interest rate applicable to the receivable securitization is 
    based upon the commercial paper rate (which at June 30, 1996 was 5.4%) plus
    .55%. The receivable securitization agreement matures on April 1, 1998, 
    subject to certain conditions.

4.  All share and per share data and related data have been retroactively 
    adjusted to reflect the two-for-one and three-for-two splits of the 
    Company's common shares effective July 17, 1996 and August 31, 1995, 
    respectively.

5.  Certain amounts in the 1995 consolidated financial statements have been 
    reclassified to conform with the 1996 presentation, the most significant 
    of which is the reclassification of direct expenses related to services 
    revenue from operating expenses to cost of sales. These reclassifications 
    had no effect on previously reported net earnings or shareholders' equity.


                                       8



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     The Company's business strategy is the development of advanced 
technology-oriented, entrepreneurially-driven partnership companies to 
achieve maximum returns for its shareholders. The Company provides to its 
partnership companies and associated venture funds active strategic 
management, operating guidance, acquisition and disposition assistance, board 
and management recruitment and innovative financing. The Company offers its 
shareholders, through the rights offering process, the opportunity to acquire 
direct ownership in selected partnership companies which are ready for public 
ownership.

     If the Company significantly increases or reduces its investment in any 
of the partnership companies, the Company's consolidated net sales and 
earnings may fluctuate primarily due to the applicable accounting methods 
used for recognizing its participation in the operating results of those 
companies.

     The net sales and related costs and expenses of a partnership company 
are included in the Company's consolidated operating results if the Company 
owns more than 50% of the voting securities of the partnership company. 
Participation of shareholders other than the Company in the earnings or 
losses of the partnership company is reflected in the caption "Minority 
interest" in the Consolidated Statement of Operations which adjusts 
consolidated earnings to reflect only the Company's share of the earnings or 
losses of the partnership company.

     Investments in companies owned 50% or less, in which significant 
influence is exercised, are accounted for on the equity method of accounting. 
Under this method, the partnership company's net sales and related costs and 
expenses are not included in the Company's consolidated operating results; 
however, the Company's share of the earnings or losses of the partnership 
company are reflected under the caption "Income (loss) from equity 
investments" in the Consolidated Statement of Operations. Under either 
consolidation accounting or the equity method of accounting, only the 
Company's share of the earnings or losses of the partnership company is 
included in the Consolidated Statement of Operations.

OPERATIONS OVERVIEW

     Net sales for the quarter and six months ended June 30, 1996 increased 
to $527.4 million and $957.5 million from $370.6 million and $713.7 million 
for the same periods in 1995, respectively. Net earnings for the quarter 
ended June 30, 1996 were $5.4 million, or $.16 a share, compared to $4.8 
million, or $.15 a share, for the same period in 1995. Net earnings for the 
six months ended June 30, 1996 were $9.4 million, or $.28 a share, compared 
to $8.3 million, or $.26 a share, for the comparable period in 1995. CompuCom 
represented 96% and 94% of the Company's total net sales for the first six 
months of 1996 and 1995, respectively. As a result of the relative 
significance of CompuCom in the consolidated results, fluctuations in other 
business units have tended to have a minimal impact.

                                       9



     The 42% and 34% net sales increase for the three and six months ended 
June 30, 1996 primarily reflects the 45% and 37% increase at CompuCom. 
CompuCom's product revenue for the three and six months ended June 30, 1996 
increased 44% and 35%, respectively. This increase in product revenue 
reflects higher demand for personal computers, particularly related to the 
current Pentium upgrade cycle occurring in large corporations, as well as 
increased demand for laptops. The strong product results also reflect the 
advancements CompuCom has made in customer procurement systems, data 
warehouse queries and web-based order statusing, reducing the customers' 
overall procurement cost. CompuCom's services revenue for the three and six 
months ended June 30, 1996 increased 54% and 60%, respectively. The increase 
in services revenue reflects CompuCom's continued focus on expanding its 
network and technology services at competitive prices, as well as the impact 
of various small service acquisitions.

     CompuCom's net earnings, excluding a non-recurring gain from the sale of 
securities, increased 47% and 49% for the three and six months ended June 30, 
1996 primarily as a result of the growth in sales. However, the Company's 
share of CompuCom's operating earnings, after allocation to minority 
interest, increased only 17% and 18% for the three and six months ended June 
30, 1996 due to the decrease in the Company's ownership of CompuCom from 
approximately 63% in the first half of 1995 to approximately 50% in the first 
half of 1996. The Company continues to hold up to a 60% voting interest in 
CompuCom as a result of voting rights associated with the Company's ownership 
of CompuCom's Series B cumulative convertible preferred stock.

     The Company's increased net earnings in the three and six months ended 
June 30, 1996 over the comparable periods of 1995 resulted primarily from the 
increase in CompuCom's net earnings and higher securities gains, partially 
offset by lower year-to-date earnings in the Company's Information Solutions 
segment and additional corporate expenses incurred to support the growing 
activities of the partnership companies.

     Securities gains for the three and six months ended June 30, 1996 
included gains from the open market sales of a portion of the Company's 
interest in Coherent ($7.6 million and $9.3 million, respectively) and 
Cambridge ($4.6 million and $9.7 million, respectively). Also included in 
second quarter 1996 securities gains is $4.4 million which represents the 
Company's share of CompuCom's gain from the sale of substantially all of 
their holdings in PC Service Source, Inc. Partially offsetting these gains 
were a $4.5 million second quarter write-down of the Company's holdings in 
Sybase, Inc. due to the other than temporary decline in the market price of 
that stock and provisions recorded for other investments and notes. 
Securities gains in 1995 consisted primarily of gains from the open market 
sales of a portion of the Company's interest in Coherent and the Company's 
remaining interest in Novell.

                                      10



     Earnings in the Company's Information Solutions segment were lower in 
the six months ended June 30, 1996 compared to the same period in 1995 
primarily due to the continuing deferral of customer buying decisions 
associated with the development by Premier Solutions Ltd. of new Windows and 
UNIX based versions of its software and from merger activity at large 
financial institutions, Premier's primary market. Premier completed the 
development of the Windows based version of its software in the second 
quarter of 1996 and expects to complete the UNIX version for beta testing 
late in 1996. Partially offsetting the lower Premier earnings were modestly 
higher earnings at Tangram Enterprise Solutions primarily due to the 
availability in the second quarter of 1996 of Tangram's new asset tracking 
software, Asset Insight.

     Income from equity investments improved both in the three and six month 
periods ended June 30, 1996. The Company's public equity investments include 
Cambridge Technology Partners, Coherent Communications, USDATA Corporation 
and Integrated Systems Consulting Group (ISCG).

     Cambridge's second quarter operating earnings increased 55% on a 49% 
revenue increase, as it continues to see increased demand for its services in 
North America and Europe resulting from its ability to provide highly 
strategic applications that improve business processes while limiting 
financial risk. Cambridge continued to expand in the second quarter, both 
domestically and internationally, and also introduced two new services which 
have received very positive initial client response. Safeguard owns 
approximately 20% of Cambridge's common stock at June 30, 1996.

     Coherent reported increased earnings of 26% on a 20% sales increase for 
the second quarter of 1996. Strong increases in sales of both transmission 
and teleconferencing equipment in North America, Asia-Pacific, and Latin 
America were partially offset by softness in Europe. Coherent continued their 
efforts in product and international expansion by completing successful beta 
testing of four new products and the opening of customer assistance offices in 
Tokyo, Beijing, and Singapore in the second quarter. Safeguard owns 
approximately 34% of Coherent's common stock at June 30, 1996.

     In March 1996, USDATA released its most recent version of its 
FactoryLink software, the FactoryLink Enterprise Control System (ECS), for PC 
platforms. USDATA's revenues and earnings decreased in the second quarter of 
1996 compared to the same period of 1995 primarily as a result of customers 
evaluating the new version of FactoryLink, and thus postponing purchases of 
the older version, along with the delay in the UNIX and Sun releases of the 
software. Safeguard owns approximately 21% of USDATA's common stock at 
June 30, 1996.

     ISCG reported increased earnings of 66% on a 50% sales increase for the 
second quarter of 1996. During the second quarter, the Company completed the 
rights offering of ISCG common stock to the Company's shareholders. As a 
result of the rights offering, the Company owns less than 10% of ISCG's 
common stock at June 30, 1996 ; accordingly, the Company will not account for 
its investment in ISCG on the equity method of accounting subsequent to the 
second quarter.

                                      11



     The Company's overall gross margin was 13.0% and 13.3% in the three and 
six months ended June 30, 1996, compared to 13.7% and 13.6% for the 
comparable periods in 1995. CompuCom's product gross margin for the three and 
six months ended June 30, 1996 was 10.1%, down from the same periods in 1995 
of 10.4% and 10.5%. The lower product margin at CompuCom is principally due 
to pricing to win new business and increased pricing pressures from 
competitors. Future product margins at CompuCom will be influenced by 
manufacturers' pricing strategies together with competitive pressures from 
other resellers in the industry. CompuCom's services gross margin for the 
three months ended June 30, 1996 decreased to 30.0% in 1996 from 32.7% in 
1995, primarily as a result of CompuCom's increased investment in expanding 
its service offerings and lower gross margins in its field engineering 
business, primarily relating to the utilization of engineers, partially 
offset by an increase in higher margin services. On a year-to-date basis, 
CompuCom's services gross margin in 1996 improved to 33.3% from 30.8% in 1995 
primarily due to an increase in higher-end, higher margin services performed 
for customers. Future improved profitability at CompuCom will depend on its 
ability to retain and hire quality service personnel, increased focus on 
providing technical service and support to customers, competition, 
manufacturer product pricing changes, product availability, effective 
utilization of vendor programs, and control of operating expenses. CompuCom 
participates in certain manufacturer-sponsored programs designed to increase 
sales of specific products. These programs, excluding volume rebates, are not 
material when compared to CompuCom's overall financial results.

     Selling and general and administrative expense, in absolute dollars, 
increased significantly in 1996 primarily due to the costs to manage and 
expand the growing services business and maintain the overall infrastructure 
at CompuCom and increased corporate expenses incurred to support the growing 
activities of the partnership companies. Selling and general and 
administrative expense, as a percentage of net sales, remained relatively 
flat as a result of spreading the costs over higher sales volume. CompuCom's 
general and administrative expenses are reported net of reimbursements by 
certain manufacturers for specific training, promotional and marketing 
programs. These reimbursements offset the expenses incurred by CompuCom.

     Interest expense increased in the three and six months ended June 30, 
l996 compared to the same periods in 1995 primarily as a result of the 
issuance of the Company's convertible subordinated notes and higher working 
capital required to support the revenue growth at CompuCom. These increases 
were partially offset by the repayment of all of the outstanding indebtedness 
under the Company's revolving credit facility, the lower interest rate on the 
Company's convertible subordinated notes compared to the bank credit 
facility, CompuCom's lower effective interest rate resulting from the April 
1996 amendments to their credit facility, and the redemption in October 1995 
of $18.5 million of convertible subordinated notes by CompuCom.

                                      12



LIQUIDITY AND CAPITAL RESOURCES

     In February 1996, the Company issued $115 million of 6% Convertible 
Subordinated Notes (the "Notes") due February 1, 2006. The Notes are 
convertible into the Company's Common Stock at $28.985 per share. The Company 
used approximately $67 million of the net proceeds to repay all of the 
outstanding indebtedness under its $100 million revolving credit facility, 
which continues to be maintained and against which there were no outstanding 
borrowings at June 30, 1996. The credit facility matures in January 1998 and 
is secured by the equity securities the Company holds of its publicly traded 
partnership companies, including CompuCom. The value of these securities 
significantly exceeds the total availability under the bank credit facility. 
The Company is presently negotiating an extension of the facility.

     As of June 30, 1996 the Company held approximately $33 million of 
temporary cash investments in institutional money market accounts. Existing 
cash resources, availability under the Company's $100 million revolving 
credit facility, proceeds from the sales from time to time of selected 
minority-owned publicly traded securities and other internal sources of cash 
flow should be sufficient to fund the Company's cash requirements through 
1996, including investments in new or existing partnership companies and 
general corporate requirements.

     CompuCom and Premier maintain separate, independent bank credit 
facilities, which are nonrecourse to the Company and are secured by 
substantially all of the assets of the applicable borrower. CompuCom's 
financing capability is $250 million, consisting of a $175 million credit 
facility, which prohibits the payment of common stock dividends by CompuCom 
while its credit line remains outstanding, and a $75 million receivables 
securitization agreement. At June 30, 1996, approximately $95 million was 
outstanding under the credit facility and approximately $75 million was 
outstanding on the receivables securitization. Premier has approximately $3.5 
million outstanding on its $4.5 million master demand note at June 30, 1996. 
The note is payable on demand within five days of notice, and bears interest 
at the prime rate plus 0.5%.

     During recent years, CompuCom has utilized operating earnings, the bank 
credit facility, equity financing and long-term subordinated notes to fund 
its significant revenue growth and related operating asset requirements. 
During April 1996, CompuCom executed amendments to the August 1993 Financing 
and Security Agreement ("Credit Facility") eliminating the $60 million fixed 
rate portion and increasing the amount of borrowings CompuCom may allocate 
to LIBOR tranches up to $165 million. The amount of the Credit Facility 
remained at $175 million, with the interest rate on the remaining $10 million 
at prime. The amendments also extended the maturity date of the Credit 
Facility to April 1, 1998. In addition, during April 1996, CompuCom entered 
into an agreement for a $75 million receivables securitization whereby a 
portion of trade receivables are pledged to a third party as collateral, 
increasing its financing capability to $250 million. The interest rate on 
amounts borrowed under the receivables securitization is based on the 
commercial paper rate (which at June 30, 1996 was 5.4%) plus .55%. The 
receivables securitization agreement matures on April 1, 1998, subject to 
certain conditions.

                                      13



Working capital increased in 1996 primarily as a result of cash proceeds from 
the issuance of the Company's convertible subordinated notes, net of 
repayment of all borrowings under the Company's revolving credit facility, 
and higher levels of inventory allocated to specific customers and higher 
accounts receivable at CompuCom, partially offset by an increase in accounts 
payable. The Company's operations are not capital intensive. Capital 
additions are generally funded through internally generated funds or other 
financing sources. There were no material asset purchase commitments at June 
30, 1996.

                                      14



Item 5. OTHER INFORMATION

     A rights offering to the Company's shareholders of 2,875,000 shares of 
Integrated Systems Consulting Group (ISCG) common stock was completed on May 
31, 1996. The Company, which sold 350,000 shares of ISCG stock as part of the 
offering, beneficially owns less than 10% of ISCG's common stock at June 30, 
1996.

     On July 16, 1996, the Company announced the proposed rights offering to 
its shareholders of shares of Sanchez Computer Associates (SCA).  The Company 
anticipates announcing the terms of the offering in the third quarter of 1996 
and commencing the offering in the fourth quarter of 1996.  The offering will 
be subject to a registration statement to be filed with the Securities and 
Exchange Commission (SEC).  The timing of the offering will be subject to 
change depending of the length of the SEC review process.  In addition, any 
material adverse change in the operations or financial condition of SCA could 
cause a delay in the offering.

     SCA, based in Malvern, PA, is a developer of universal banking and 
accounting software designed to meet a full range of needs for the financial 
services industry.  SCA markets and supports its PROFILE(trade-mark) family 
of automated banking products to high volume financial institutions worldwide. 
PROFILE(trade-mark) is comprised of three integrated modules that run on an 
open platform.  These modules include: PROFILE Anyware, an electronic banking 
server, which is a fourth generation product that supports both front and 
back office processing by financial institutions including production support 
for emerging delivery channel technologies such as the Internet; PROFILE/FMS 
(Financial Management System), a multi-company, multi-currency cost center 
based accounting system; and PROFILE/ITS (Integrated Treasury System), a full 
treasury support system that includes a sophisticated set of asset and 
liability tools.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    Number                   Description

      11           Computation of Per Share Earnings
      27           Financial Data Schedule (electronic filing only)

(b) No reports on Form 8-K have been filed by the Registrant during the 
    quarter ended June 30, 1996.

                                      15



                                   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.

                                      SAFEGUARD SCIENTIFICS, INC.
                                             (Registrant)


Date: August 14, 1996                 /s/ Warren V. Musser
                                      ------------------------------------
                                      Warren V. Musser
                                      Chairman and Chief Executive Officer


Date: August 14, 1996                 /s/ Gerald M. Wilk
                                      ------------------------------------
                                      Gerald M. Wilk
                                      Senior Vice President
                                      (Principal Financial and
                                        Principal Accounting Officer)

                                      16