UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X]               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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 number 0-12734

                        Stanford Telecommunications, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                           94-2207636
              --------                                           ----------
(State or other jurisdiction of incorporation                 (I.R.S. Employer
            or organization)                                 Identification No.)

                    1221 Crossman Avenue, Sunnyvale, CA 94089
                    -----------------------------------------
                    (Address of principal executives offices)
                                   (Zip Code)

                                  408/745-0818
                                  ------------
              (Registrant's telephone number, including area code)


                                  ------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         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___

                       APPLICABLE ONLY TO CORPORATE USERS:
         Indicate  the  number of  outstanding  shares  of each of the  issuer's
classes of common stock, as of the latest practical date.

                        13,032,035 as of February 4, 1999





                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        STANFORD TELECOMMUNICATIONS, INC.

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant  to such rules and  regulations,  although  the  Company  believes  the
disclosures  which are made are adequate to make the  information  presented not
misleading.  Further, the condensed  consolidated financial statements have been
prepared in all material respects in conformity with the standards of accounting
measurement set forth in Accounting Principles Board Opinion No. 28 and reflect,
in the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary to present fairly the financial  position and
results of operations as of and for the periods indicated.

It is suggested that these condensed  consolidated  financial statements be read
in conjunction  with the financial  statements and the notes thereto included in
the Stanford Telecommunications, Inc. 1998 Annual Report.

The results of operations for the nine months of fiscal year 1999 ended December
31,1998 are not necessarily  indicative of results to be expected for the entire
year ending March 31, 1999.







                                                  STANFORD TELECOMMUNICATIONS, INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                               (in thousands, except per share amount)




                                                                          Three Months Ended                   Nine Months Ended
                                                                             December 31,                        December 31,
                                                                     ---------------------------          --------------------------
                                                                       1998               1997              1998             1997
                                                                     --------           --------          --------          --------
                                                                                                                     
Revenues                                                             $ 37,132           $ 40,713          $122,198          $112,881

Cost of revenues                                                       29,858             30,778            97,499            84,673
                                                                     --------           --------          --------          --------

    Gross profit                                                        7,276              9,935            24,699            28,208

Expenses

    Research and development                                            3,363              3,814            10,489            10,712
    Marketing and administrative                                        5,002              4,463            14,199            13,316
                                                                     --------           --------          --------          --------

       Total expenses                                                   8,365              8,277            24,688            24,028

Operating  (loss) income                                               (1,089)             1,658                11             4,180

Interest income                                                           395                502             1,296             1,453
                                                                     --------           --------          --------          --------

(Loss) income before income taxes                                        (694)             2,160             1,307             5,633

Provision (benefit) for income taxes                                     (215)               583               405             1,746
                                                                     --------           --------          --------          --------

       Net (loss) income                                             $   (479)          $  1,577          $    902          $  3,887
                                                                     ========           ========          ========          ========

     Basic shares outstanding                                          12,974             12,926            12,981            12,886
     Basic earnings (loss) per share                                 $  (0.04)          $   0.12          $   0.07          $   0.30
                                                                     ========           ========          ========          ========

     Diluted shares outstanding                                        12,974             13,226            13,126            13,173
     Diluted earnings (loss) per share                               $  (0.04)          $   0.12          $   0.07          $   0.30
                                                                     ========           ========          ========          ========

<FN>

See accompanying notes
</FN>







                                                  STANFORD TELECOMMUNICATIONS, INC.
                                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                               (in thousands, except per share amount)


                                                                                                   December 31,            March 31,
                                                                                                       1998                  1998
                                                                                                    ---------             ---------
                                                                                                    (Unaudited)
                                                                                                                          
ASSETS
    Current assets:                                                                
      Cash and cash equivalents                                                                     $  18,684             $  13,914
      Short-term investments                                                                            9,886                19,493
      Accounts receivable                                                                              23,872                26,958
      Unbilled receivables                                                                             25,753                20,911
      Inventories                                                                                      13,763                14,276
      Prepaid taxes and other                                                                           4,818                 1,919
                                                                                                    ---------             ---------
         Total current assets                                                                          96,776                97,471
                                                                                                    ---------             ---------
    Property and equipment at cost:
      Electronic test equipment                                                                        49,997                46,768
      Furniture and fixtures                                                                            4,053                 3,887
      Leasehold improvements                                                                            4,241                 3,996
                                                                                                    ---------             ---------
                                                                                                       58,291                54,651
      Less:  Accumulated depreciation and amortization                                                (44,900)              (40,516)
                                                                                                    ---------             ---------
         Net property and equipment                                                                    13,391                14,135
                                                                                                    ---------             ---------
    Other assets                                                                                          818                   535
                                                                                                    ---------             ---------
                                                                                                    $ 110,985             $ 112,141
                                                                                                    =========             =========

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Current maturities of long-term obligations                                                   $      46             $      44
      Accounts payable                                                                                  5,958                10,739
      Advance payments from customers                                                                   2,633                 1,909
      Accrued liabilities                                                                               9,953                 8,218
      Accrued and deferred income taxes                                                                 3,402                 3,462
                                                                                                    ---------             ---------
         Total current liabilities                                                                     21,992                24,372
                                                                                                    ---------             ---------

    Long-term obligations, less current maturities                                                         77                    41
                                                                                                    ---------             ---------
    Other long-term liabilities                                                                           645                   855
                                                                                                    ---------             ---------

    Shareholders' equity:
      Common shares  - par value $.01; 25,000 shares authorized
        Outstanding  - 13,009 shares at December 31, 1998                                                 130
                     - 12,975 shares at March 31, 1998                                                                          130

      Paid-in capital                                                                                  42,855                42,359
      Retained earnings                                                                                45,286                44,384
                                                                                                    ---------             ---------
         Total shareholders' equity                                                                    88,271                86,873
                                                                                                    ---------             ---------
                                                                                                    $ 110,985             $ 112,141
                                                                                                    =========             =========
<FN>
See accompanying notes 
</FN>







                                                  STANFORD TELECOMMUNICATIONS, INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                           (in thousands)



                                                                                                            Nine Months Ended
                                                                                                               December 31,
                                                                                                       ----------------------------
                                                                                                         1998                1997
                                                                                                       --------            --------
                                                                                                                          
Cash flows from operating activities:                                          
    Net income                                                                                         $    902            $  3,887
    Adjustments to reconcile net income to net cash used in operating
     activities:
      Depreciation and amortization                                                                       4,747               4,303
      Issuances of stock to employees under bonus and award plans                                            16                  22
      Change in provision for losses on receivables, contracts
         and inventories                                                                                   (429)               (963)
      Loss on disposition of property and equipment                                                          34                  11
    (Increase) decrease in assets:
      Receivables billed and unbilled                                                                    (1,550)             (7,417)
      Inventories                                                                                           736              (7,527)
      Prepaid taxes and other assets                                                                     (2,866)                293
    Increase (decrease) in liabilities:
      Accounts payable, advance payments, and accrued expenses                                           (2,237)              3,527
      Other long-term liabilities                                                                          (210)                (90)
      Accrued and deferred income taxes                                                                     (60)               (759)
                                                                                                       --------            --------
         Net cash used in operating activities                                                             (917)             (4,713)
                                                                                                       --------            --------

Cash flows used in investing activities:
      Proceeds from maturities of short-term investments                                                  9,607               6,853
      Purchase of property and equipment                                                                 (4,037)             (4,520)
                                                                                                       --------            --------
         Net cash provided by investing activities                                                        5,570               2,333
                                                                                                       --------            --------

Cash flows from financing activities:
      Payments on capital lease obligations                                                                 (47)                (66)
      Common stock repurchases                                                                             (858)               --
      Proceeds from transactions under stock plans                                                        1,022               1,340
                                                                                                       --------            --------
         Net cash provided by financing activities                                                          117               1,274
                                                                                                       --------            --------

Net increase (decrease) in cash and cash equivalents                                                      4,770              (1,106)

Cash and cash equivalents at beginning of period                                                         13,914               8,235
                                                                                                       --------            --------

Cash and cash equivalents at end of period                                                             $ 18,684            $  7,129
                                                                                                       ========            ========


<FN>
See accompanying notes.
</FN>






                        STANFORD TELECOMMUNICATIONS, INC.
                     Notes to Condensed Financial Statements

                                   (Unaudited)
                                December 31, 1998

1.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principals
     for interim financial information.

2.   Fiscal Year

     The Company's fiscal year ending March 31, 1999 is comprised of one 14-week
     quarter  (quarter ended June 30, 1998) and three 13-week  quarters.  Fiscal
     year ended March 31, 1998 was comprised of four 13-week quarters.

3.   Inventories

     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
     market.  Cost  includes  materials,  labor and related  indirect  expenses.
     General  and  administrative  costs  are only  included  in  inventory  for
     government contracts, as such costs are reimbursed by the government.

     The components of inventory are as follows (in thousands):

                                              December 31, 1998   March 31, 1998
                                              -----------------   --------------
       Work-in-progress                             $ 10,927           $ 11,176 
       Finished goods                                  2,859              3,066
       Allocated general and administrative costs         87                136
       Less:  progress billings                         (110)              (102)
                                                    --------           --------
                                                    $ 13,763           $ 14,276
                                                    ========           ========
                                                               
4.   Earnings (loss) per share

     Basic earnings per share is computed  based on the weighted  average number
     of common shares outstanding.  Diluted earnings per share is computed based
     on the weighted  average number of common shares  outstanding plus dilutive
     potential  common shares  calculated in accordance  with the treasury stock
     method.  The Company's  dilutive potential common shares are represented by
     shares issuable  through the exercise of stock options.  For the first nine
     months of fiscal 1999 and 1998, the dilutive  potential  common shares were
     approximately  150,000  and  308,000  respectively.   Options  to  purchase
     approximately  677,000 and 86,000 of weighted shares outstanding during the
     first  nine  months  in fiscal  years  1999 and  1998,  respectively,  were
     excluded  from the  computation  of diluted  earnings per share because the
     options'  exercise prices were greater than the average market price of the
     Company's common stock during those periods. Basic and diluted earnings per
     share  for the  Company  are  substantially  the  same.  Loss per  share is
     computed  using the weighted  average  number of common shares  outstanding
     during the quarter.



5.   Comprehensive Income

     Effective  April  1,  1998  the  Company  adopted  Statement  of  Financial
     Accounting Standards No. 130 ("SFAS 130") "reporting Comprehensive Income",
     which  establishes  standards for reporting  and  displaying  comprehensive
     income  and its  components  in the  financial  statements.  For the  third
     quarter  and the  first  nine  months of fiscal  years  1999 and 1998,  the
     Company's  net income  (loss) was equal to  comprehensive  income (loss) as
     defined in SFAS 130.

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

Overview

Since the Company's  inception in 1973,  revenues have been generated  primarily
from sales to agencies of the U.S.  Government,  including the DoD, the U.S. Air
Force,  Army and  Navy,  NASA and the FAA,  or  their  prime  contractors.  Such
revenues  are  generated  from  many  contracts   including  programs  requiring
multi-year hardware and software  development and limited production of products
and systems.  The  Company's  contracts  often  require the design,  production,
operation and maintenance of  sophisticated  equipment and systems and provision
of system integration services in the digital  telecommunications  and satellite
communications  fields. A substantial portion of the digital  telecommunications
and satellite  communications  research and development performed by the Company
since its inception has been funded by its customers and recorded as revenues by
the Company.  Accordingly,  the cost of performing this customer-funded research
and  development  is included in "Cost of Revenues" in the  Company's  financial
statements. The Company's government contracts are generally  cost-reimbursement
plus profit or fixed-price contracts.  The Company generally recognizes revenues
from its long-term government contracts on a percentage-of-completion basis.

Commencing  in  the  late  1980's,   the  Company  began  to  pursue  commercial
opportunities utilizing its digital telecommunications  technology developed and
enhanced by the Company since its inception. Commercial revenues have risen from
less than 6% of total revenues in fiscal year 1989 to approximately 38% of total
revenues in fiscal year 1998.  During the first nine months of fiscal year 1999,
commercial  revenues  amounted  to  approximately  37%  of  the  total  revenues
reported.  The Company  includes  in  commercial  revenues  sales of standard or
off-the-shelf products to any customers, including government customers.



Over the past four years the Company has invested  heavily in the development of
a family of  products  to deliver  telephone  and data  services  over  wireless
broadband links. The high level of R&D expenses  associated with the development
of the wireless  broadband  family impacted the earnings results for the Company
over the past several years.  In order to provide further detail as to the level
of  revenues,  cost of revenues,  and  operating  expenses  incurred by the base
business and the corresponding  financial  performance of the broadband wireless
business,  the Company established a wholly owned subsidiary,  Stanford Wireless
Broadband, Inc. in June 1998. In addition to providing financial visibility, the
establishment  of  the  subsidiary  allows  the  Company's   wireless  broadband
customers the benefit of working with a unique and separate entity  dedicated to
the  development,  manufacturing,  sales and support of its broadband  family of
products.  The




table shown below provides a summary of the financial  performance  for the base
business operations and Stanford Wireless Broadband,  Inc. for the third quarter
of fiscal 1999 and nine months ended December 31, 1998:


                                                                   Three months ended                     Nine months ended 
                                                                    December 31, 1998                     December 31, 1998
                                                             --------------------------------       --------------------------------
                                                                Base             Stanford             Base              Stanford
                                                              Business           Wireless            Business           Wireless
                                                             Operations        Broadband, Inc       Operations       Broadband, Inc.
                                                             ----------        --------------       ----------       ---------------
                                                                                                                 
Revenues from unaffiliated customers                          $ 31,434           $  5,698            $ 99,126           $ 23,072
Cost of revenues                                                23,824              6,032              75,268             22,231
                                                              --------           --------            --------           -------- 
   Gross profit (loss)                                           7,610               (334)             23,858                841
Expenses
   Research and development                                        731              2,632               2,685              7,804
   Marketing and administrative                                  3,323              1,679               9,201              4,998
                                                              --------           --------            --------           -------- 
      Total expenses                                             4,054              4,311              11,886             12,802
                                                              --------           --------            --------           -------- 
Operating income (loss)                                       $  3,556           $ (4,645)           $ 11,972           $(11,961)
                                                              ========           ========            ========           ========


For the third quarter of fiscal year 1999, revenues for Base Business Operations
consisted  of $24.0  million  and $7.4  million  of  Government  and  commercial
revenues,  respectively.  Of the $5.7  million of revenues  realized by Stanford
Wireless  Broadband  during the third  quarter  approximately  $5.1 million were
derived from the subsidiary's commercial manufacturing operations. For the first
nine months of fiscal year 1999, revenues for Base Business Operations consisted
of $76.4  million  and $22.7  million  of  Government  and  commercial  revenues
respectively.  Revenues for Stanford Wireless Broadband  consisted  primarily of
commercial  contract  manufacturing  revenues  amounting to $20.4  million.  The
Company's wireless broadband  subsidiary's  operating loss for the third quarter
and the first nine months of fiscal year 1999, was  attributable  to a continued
high level of research  and  development  in the  wireless  broadband  family of
products,  the increased level of cost  associated with activities  necessary to
support  worldwide LMDS and MMDS field trials,  and an operating loss associated
with the manufacturing operation.

The Company's  operating results have from time to time been adversely  affected
by non-recoverable  cost overruns on certain  fixed-price  contracts,  primarily
fixed-price  development  contracts.  The  Company  has  management  controls to
closely   monitor  its  bidding   process  and  costs  incurred  on  fixed-price
development contracts,  however, no assurance can be given that the Company will
not  incur  losses on  future  fixed-price  contracts  or  additional  losses on
existing  contracts.  The Company  believes  that  development  contracts are an
important  element in  maintaining  its  technological  leadership  position  in
digital telecommunications. As a result, the Company may incur losses on certain
fixed-price contracts. Such losses will be charged against results of operations
in the period  when they first  become  known,  and may have a material  adverse
effect on the Company's results of operations.

Year 2000 issue

The "Year  2000  Issue",  also  known as "Y2K",  exists  because  many  computer
programs  store and process  dates using only the last two digits of the year in
the date field.  If not  corrected,  many  computer  applications  could  create
miscalculations or erroneous results causing disruptions of operations.




The  Company  has made  this  issue a  significant  priority  and has  formed an
Interdisciplinary  Steering  Committee,  which has been meeting  regularly since
January 1998,  dedicated to the evaluation and mitigation of any Y2K issues. The
Committee is responsible for determining the overall  structure and approach for
addressing the Y2K issue, and  coordinating  the Company's legal,  financial and
business resources towards remediation of any Y2K issues. This Committee is also
responsible  for  overseeing and providing  guidelines for four sub-task  forces
whose function is to focus on specific areas of the Y2K issue,  namely products,
software, customers and suppliers.

In March of 1998,  the Corporate  Steering  Committee  implemented a remediation
plan to  address  mission-critical  software  (mission-critical  is  defined  as
software or systems that can seriously  impair the Company's  ability to conduct
its  business)  and  products  impacted by the Y2K issue  including  Information
Technology "IT" systems, such as financial reporting systems, and non-IT systems
such as building  security  systems.  The Company has  completed the first phase
which was to identify  and assess the risks of various  aspects of the Y2K issue
and the second phase which was to test mission-critical software and IT systems.
The third phase is to correct and replace any software and products  impacted by
the Y2K issue.  The final phase is to draft and put into effect any  contingency
plan necessary to mitigate any Y2K issues.  The Company  expects this project to
be completed by the end of June 1999.  The Company does not anticipate the costs
associated with the implementation of this plan or its findings on the Y2K issue
will  have a  material  impact  to the  Company's  financial  position,  capital
resources, or results of operation.

The above statements  describing the Company's plans and objectives for handling
the Y2K Issue and the expected impact involve risks and uncertainties that could
cause actual  results to differ  materially  from the results  discussed  above,
therefore   having  an  adverse   effect  on  future   results  of   operations.
Uncertainties  that might cause such a difference  include,  but are not limited
to,  delays  in  executing  the  plan  or  unforeseen   costs   associated  with
implementation of the plan. Further, even if the Company successfully implements
the plan, there is no assurance that the company will not be adversely  affected
by the failure of others to become Year-2000 compliant.

Cautionary Statements

In the interest of providing the Company's  shareholders and potential investors
with certain  Company  information,  including  management's  assessment  of the
Company's future potential,  certain  statements set forth herein (a) contain or
are  based on  projections  of  revenue,  income,  earnings  per share and other
financial items or (b) relate to management's  future plans,  expectations,  and
objectives or to the Company's future economic performance.  Such statements are
forward-looking   statements  within  the  meaning  of  Section  27A(i)  of  the
Securities  Act of 1933,  as amended,  and in Section  21E(i) of the  Securities
Exchange Act of 1934, as amended.

Although any forward-looking  statements contained herein or otherwise expressed
by or on behalf of the Company are to the  knowledge  and in the judgment of the
officers and  directors  of the  Company,  expected to prove true and to come to
pass,  management  is not able to predict  the future with  absolute  certainty.
Accordingly,  shareholders  and potential  investors are hereby  cautioned  that
certain events or circumstances  could cause actual results to differ materially
from those  projected or predicted  herein.  In  addition,  the  forward-looking
statements  herein are based on  management's  knowledge  and judgment as of the
date  hereof,  and the  Company  does not intend to update  any  forward-looking
statements to reflect events occurring or circumstances existing hereafter.




For further  information  on the  foregoing,  reference is made to the Company's
Securities and Exchange Commission report on Form 10-K.


Quarterly Results

The  following  table  presents the Company's  financial  results by quarter for
fiscal  1998 and the first  three  quarters  of  fiscal  1999.  These  quarterly
financial  results are unaudited.  In the opinion of management,  however,  they
have been prepared on the same basis as the audited  financial  information  and
include all adjustments necessary for a fair presentation of the information set
forth  therein.  The  operating  results  for any  quarter  are not  necessarily
indicative of the results that may be expected for any future period.

                                                            Quarter Ended
                                                    Statement of Operations Data
                                                (in thousands, except per share data)


                                                                     Fiscal 1998                             Fiscal 1999
                                                   --------------------------------------------    ---------------------------------
                                                    June 30    Sept. 30    Dec. 31     Mar. 31     June 30     Sept. 30    Dec. 31
                                                   --------    --------    --------    --------    --------    --------    --------
                                                                                                           
Revenues                                           $ 35,331    $ 36,838    $ 40,713    $ 40,378    $ 44,362    $ 40,705    $ 37,132
Cost of revenues                                     26,430      27,465      30,778      31,956      34,919      32,724      29,856
                                                   --------    --------    --------    --------    --------    --------    --------
 Gross profit                                         8,901       9,373       9,935       8,422       9,443       7,981       7,276
                                                   --------    --------    --------    --------    --------    --------    --------
Expenses:
 Research and development                             3,031       3,868       3,814       2,934       3,709       3,417       3,363
 Marketing and administrative                         4,251       4,602       4,463       4,005       4,712       4,485       5,002
                                                   --------    --------    --------    --------    --------    --------    --------
   Total expenses                                     7,282       8,470       8,277       6,939       8,421       7,902       8,365

Operating income (loss)                               1,619         903       1,658       1,483       1,022          79      (1,089)
Interest income                                         459         492         502         443         484         417         395
                                                   --------    --------    --------    --------    --------    --------    --------
(Loss) income before income taxes                     2,078       1,395       2,160       1,926       1,506         496        (694)
(Provision) benefit for income taxes                   (696)       (467)       (583)       (597)       (467)       (154)        215
                                                   --------    --------    --------    --------    --------    --------    --------
     Net income (loss)                             $  1,382    $    928    $  1,577    $  1,329    $  1,039    $    342    $   (479)
                                                   ========    ========    ========    ========    ========    ========    ======== 

Basic shares outstanding                             12,841      12,888      12,927      12,953      12,976      12,993      12,974
Basic earnings (loss) per share                    $   0.11    $   0.07    $   0.12    $   0.10    $   0.08    $   0.03    $  (0.04)
                                                   ========    ========    ========    ========    ========    ========    ======== 

Diluted shares outstanding                           13,073      13,219      13,226      13,199      13,171      13,122      12,974
Diluted earnings (loss) per share                  $   0.11    $   0.07    $   0.12    $   0.10    $   0.08    $   0.03    $  (0.04)
                                                   ========    ========    ========    ========    ========    ========    ======== 



The Company's revenues and results of operations are subject to fluctuation from
period to period.  Factors that could cause the Company's revenues and operating
results  to vary  from  period  to  period  include:  underestimating  costs  on
fixed-price  contracts,  particularly  for software  and  hardware  development,
timing,  bidding  activity and  delivery of  significant  contracts  and orders,
termination  of  contracts,  mix of products  and  systems  sold,  and  services
provided,  reduced levels of operation during the holidays which occur primarily
in the Company's third fiscal quarter,  disruptions in delivery of components or
subsystems,  regulatory developments, and general economic conditions.  Research
and development  expenses include both research and development costs as well as
bid and proposal  expenses.  Bid and proposal expenses vary  significantly  from
period to period  based on the number of proposals  being  prepared at any time.



These  requests for proposals are not received  evenly during the year or in any
predictable pattern.

Comparison of the Third Quarter Ended December 31, 1998 and 1997

Revenues. Revenues were $37.1 million and $40.7 million for the third quarter of
fiscal  years  1999  and  1998,   respectively,   representing   a  decrease  of
approximately  9%.  Government  revenues during the third quarter of fiscal year
1999 totaled $24.0 million,  a decrease of 6% from Government  revenues of $25.4
million  recorded  during  the third  quarter of fiscal  year  1998.  Commercial
revenues  during the third quarter of fiscal year 1999 totaled $13.1 million,  a
decrease of 14% from  commercial  revenues of $15.3 million  recorded during the
third quarter of fiscal year 1998.  The decrease can be partially  attributed to
the Christmas  Holiday shutdown  wherein the majority of the Company  facilities
are closed for a week.  During  fiscal 1999,  the shutdown  occurred  during the
third accounting  quarter while during fiscal 1998 the shutdown  occurred during
the fourth  accounting  quarter.  The revenue  decrease is also  attributable to
lower  revenues  derived from the Company's  commercial  contract  manufacturing
services.  Revenues from commercial  contract  manufacturing  services were $5.1
million and $7.0  million for the third  quarter of fiscal  years 1999 and 1998,
respectively.  The sale of  commercial  telecommunication  chip and board  level
products  for the third  quarter of fiscal years 1999 and 1998 were $3.3 million
and $4.7 million respectively.

Cost of Revenues.  Cost of revenues were $29.9 million and $30.8 million for the
third quarter of fiscal 1999 and 1998, respectively, representing a 3% decrease.
The  decrease  during  the third  quarter  of fiscal  1999 was the result of the
recognition  of costs on a lower revenue base.  The increase in cost of revenues
as a percentage  of revenues  from the third  quarter of fiscal year 1998 to the
third  quarter of fiscal year 1999 is  attributable  to the  Company's  wireless
broadband  subsidiary's  lower margin contracts  associated with field trials of
LMDS and MMDS  and a gross  loss  associated  with  the  contract  manufacturing
operation.  The Company  anticipates  it will  continue to expend  resources  in
support of on-going  and  anticipated  field  trials of its  wireless  broadband
products over the next several quarters.

Research and  Development.  During  recent  quarters,  the Company has focused a
large portion of its available research and development funds on the development
of commercial  products.  Research and development  expenses,  including bid and
proposal expenses were $3.4 million and $3.8 million during the third quarter of
fiscal 1999 and 1998,  respectively.  Excluding bid and proposal  expenses,  the
Company's  research and development  expenses which are primarily applied to the
development  of  products  such  as  wireless  broadband   communications   were
substantially  the same at $3.0 million  during the third quarter of fiscal 1999
and 1998.  Bid and proposal  expenses were $0.4 million and $0.8 million for the
third  quarter of fiscal years 1999 and 1998  respectively.  The decrease in bid
and  proposal  expenses  is mainly  attributable  to the timing  and  release of
request for  proposals  from the  Company's  Government  customers.  The Company
expects  the level of bid and  proposal  to  increase  in the fourth  quarter of
fiscal year 1999.

Marketing and  Administrative.  Marketing and Administrative  expenses were $5.0
million  and $4.5  million  for the  third  quarter  of  fiscal  1999 and  1998,
respectively.  The  increase  can be  partially  attributed  to an  increase  in
marketing expenses associated with the Company's base business  operations.  The
increase is also  attributed  to the  Company's  active  marketing in pursuit of
commercial  opportunities  as well as increased legal fees primarily  associated
with a patent  infringement case brought by the Company in December 1996 against
Broadcom Corporation. The case has been scheduled to go to trial in May of 1999.



Operating  Income (Loss).  The Company  incurred an operating loss for the third
quarter of fiscal year 1999 of $1.1 million  compared to an operating  income of
$1.7  million for the third  quarter of fiscal  year 1998.  The  operating  loss
during the third quarter of fiscal 1999 was primarily  attributable to the lower
margin contracts  experienced by the Company's wireless broadband subsidiary due
to the increased level of cost  associated with activities  necessary to support
worldwide LMDS and MMDS field trials and an operating loss  associated  with the
manufacturing operation.

Interest  Income.  Interest income for the third quarter of fiscal year 1999 was
$0.4  million  compared to $0.5  million for the third  quarter of the  previous
fiscal  year.  The  decrease  in  interest  income is the result of the  Company
maintaining lower average balances in U.S. treasury instruments and money market
accounts.

Provision/Benefit  for Income  Taxes.  During the third  quarter of fiscal  year
1999,  the Company  recognized  a benefit for income  taxes of $215  thousand as
compared to a provision  for income taxes of $583 thousand for the third quarter
of fiscal year 1998.  This  represents a provisional tax rate of 31% and 27% for
the third quarter of fiscal 1999 and 1998, respectively.  The effective tax rate
for all of fiscal year 1998 was 31%. The Company  does not expect the  effective
tax rate to increase over the next several quarters.

Comparison of Nine Months Ended December 31, 1998 and 1997

Revenues.  Revenues were $122.2  million and $112.9  million for the nine months
ended December 31, 1998 and 1997, respectively,  representing an increase of 8%.
Government  revenues  during the nine months of fiscal year 1999  totaled  $76.4
million,  an increase of 9% from Government  revenues of $70.2 million  recorded
during the first nine months of fiscal year 1998. Commercial revenues during the
first three  quarters of fiscal 1999 totaled  $45.8  million,  an increase of 7%
from commercial  revenues of $42.6 million recorded during the first nine months
of fiscal 1998.  During the first nine months of fiscal 1999,  revenues from the
Company's  commercial contract  manufacturing  services totaled $20.4 million up
from $18.4  million  recorded  for the first  nine  months of fiscal  1998.  The
Company's other commercial  activities  increased by $4.5 million from the first
nine months of fiscal year 1998 to fiscal year 1999 mainly  attributable  to the
Company's   commercial  systems  engineering  services  and  wireless  broadband
activities.  Revenues  from the sale of  commercial  telecommunication  chip and
board level  products  totaled  $8.0 million for the first nine months of fiscal
1999,  down from $11.4 million  achieved  during the nine months of the previous
fiscal year.

Cost of Revenues.  Cost of revenues were $97.5 million and $84.7 million for the
first nine  months of fiscal 1999 and 1998,  respectively.  The  increase  was a
result of the  recognition  of costs on a higher  revenue base.  The increase in
cost of revenues as a percentage of revenues for the first nine months of fiscal
year 1998 to the first nine  months of fiscal year 1999 can be  attributable  to
the lower margins experienced by the Company's wireless broadband subsidiary due
to the increased level of cost  associated with activities  necessary to support
worldwide LMDS and MMDS field trials and the contract  manufacturing  operation.
The  Company  anticipates  it will  continue to expend  resources  in support of
on-going and anticipated  field trials of its wireless  broadband  products into
fiscal year 2000.

Research and Development.  Research and development expenses,  including bid and
proposal expenses were $10.5 million and $10.7 million for the first nine months
of fiscal 1999 and 1998,




respectively.  Excluding bid and proposal  expenses,  the Company's research and
development  expenses  applied to the  development  of products such as wireless
broadband  communications  and  telecommunication  chip and board level products
were $9.1  million and $8.6 million for the first nine months of fiscal 1999 and
1998, respectively. Bid and proposal expenses were $1.4 million and $2.1 million
for the three quarters of fiscal years 1999 and 1998, respectively. The decrease
in bid and proposal expenses is mainly attributable to the timing and release of
request for proposals from the Company's Government customers.

Marketing and Administrative.  Marketing and administrative  expenses were $14.2
million  and $13.3  million  for the first nine  months of fiscal 1999 and 1998,
respectively.   The  Company  continues  its  active  marketing  in  pursuit  of
commercial  and base  business  opportunities  as well as  increased  legal fees
primarily  associated with a patent  infringement case brought by the Company in
December 1996 against Broadcom Corporation.

Operating  Income.  Operating  income was $11  thousand and $4.1 million for the
first  nine  months  of fiscal  1999 and 1998,  respectively.  The  decrease  in
operating  income  during the first  nine  months of fiscal  1999 was  primarily
attributable to the operating loss sustained by the Company's wireless broadband
subsidiary.

Interest  Income.  Interest  income for the nine  months of fiscal year 1999 was
$1.3 million  compared to $1.5 million recorded in the previous fiscal year. The
decrease  in  interest  income is the result of the  Company  maintaining  lower
average balances in U.S. treasury instruments and money market accounts.

Provision for Income Taxes. Provision for income taxes was $0.4 million and $1.7
million for the first nine months of fiscal  years 1999 and 1998,  respectively.
This represents a provisional tax rate of 31%.

Bookings and Backlog

Funded  bookings  were $40.0  million and $38.0 million for the third quarter of
fiscal 1999 and 1998,  respectively,  and $108.9  million and $123.5 million for
the nine months ended  December 31, 1998 and 1997,  respectively.  Bookings were
derived from both the Company's commercial  operations as well as its government
business  sectors.  At the end of the third  quarter  of  fiscal  1999 and 1998,
backlog stood at $80.3 million and $94.5  million,  respectively.  The Company's
bookings  and backlog are  largely  dependent  upon the timing of funding by its
Government  customers.  The Company anticipates that the Government will provide
additional funding on several of its contracts in future quarters.

Liquidity and Capital Resources

Working  capital  increased  from $71.4 million as of December 31, 1997 to $74.8
million as of December 31, 1998,  and  increased by $1.7 million from the end of
fiscal 1998.  The increase is due  significantly  to an increase in  receivables
resulting from increased revenues.  Accounts receivable as of December 31, 1998,
includes  a $3.6  million  secured  note  receivable  for  one of the  Company's
customers.  Due to the customer's  short-term  liqudity  condition,  the Company
agreed to extended  payment terms.  The note matures in May of 1999. The Company
expects to recover the full value of the note.




Net cash used in operating  activities  for the first nine months of fiscal year
1999, was $0.9 million compared to $4.7 million for the first nine months of the
previous  fiscal  year.  This  decrease  is  attributable  to smaller  growth in
receivables and utilization versus building of inventory.

The  Company  utilized  its cash for the  purchase  of  property  and  equipment
totaling  $4.0 million and $4.5  million  during the first nine months of fiscal
1999 and 1998  respectively.  At  December  31,  1998  the  Company's  long-term
obligations  (including  current  maturities)  and other  long-term  liabilities
totaled  approximately $.7 million compared to December 31, 1997 of $.9 million.
At  December  31,  1998,  cash  and  cash  equivalents  of  $18.7  million  were
substantially  held in money market accounts and short term  investments of $9.9
million were held in U.S. treasury instruments with maturities not exceeding 365
days.

During the second quarter of fiscal year 1999,  the Company  announced a plan to
repurchase  the Company's  common stock in  open-market  transactions.  The plan
authorizes  the purchase of up to 1,000,000  shares of STII Common Stock.  Since
the  authorization of this plan, the Company  repurchased  84,000 shares in open
market transactions at an average price of $10.22 per share.

The Company has a bank credit commitment of $15.0 million that it can utilize to
augment  cash flow needs and to secure  standby  letters  of  credit.  Available
borrowings  under this line at December 31, 1998 were $15.0 million.  Under this
line of credit the Company must maintain certain financial covenants,  including
a covenant  prohibiting  the Company from  incurring a quarterly loss in any two
consecutive quarters. The Company is in compliance with all covenants throughout
the first nine months of fiscal 1999. The credit  agreement  expires on December
17, 1999.

The Company  believes  that its current  cash  position,  funds  generated  from
operations and funds available from its existing bank credit agreement,  will be
adequate  to  meet  the  Company's  requirement  for  working  capital,  capital
expenditures and debt service for the next several fiscal quarters.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

No  current  Reports on Form 8-K were filed  with the  Securities  and  Exchange
Commission during the period covered by this Form 10-Q.

                                   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.

Stanford Telecommunications, Inc.
(Registrant)

            /s/ Jerome F. Klajbor
- -----------------------------------------------
Jerome F. Klajbor
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)

February 11, 1999