Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  KEMMERER KEVIN L
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2008
3. Issuer Name and Ticker or Trading Symbol
SAFEGUARD SCIENTIFICS INC [SFE]
(Last)
(First)
(Middle)
435 DEVON PARK DRIVE, BUILDING 800
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP & Managing Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WAYNE, PA 19087-1945
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 55,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 10/25/2013 Common Stock 400,000 $ 1.38 D  
Stock Option (right to buy)   (2) 06/06/2013 Common Stock 25,000 $ 1.03 D  
Stock Option (right to buy)   (2) 10/25/2013 Common Stock 50,000 $ 1.38 D  
Stock Option (right to buy)   (1) 02/21/2014 Common Stock 300,000 $ 1.975 D  
Stock Option (right to buy)   (2) 12/15/2012 Common Stock 125,000 $ 2.125 D  
Stock Option (right to buy)   (2) 06/14/2012 Common Stock 100,000 $ 2.335 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KEMMERER KEVIN L
435 DEVON PARK DRIVE, BUILDING 800
WAYNE, PA 19087-1945
      Sr. VP & Managing Director  

Signatures

KEVIN L. KEMMERER 05/05/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options feature market performance-based vesting so that they only become exercisable upon sustained improvement in the trading price of the Issuer's common stock in the following increments: 10% of the options at $2.0359 per share; an additional 20% at $3.1548 per share; an additional 30% at $4.6466 per share; and the remaining 40% at $6.5114 per share (based on the average daily closing price of the Issuer's common stock on the NYSE for any 20 consecutive trading days preceding a vesting date), with pro rata vesting based on sustained improvement in the trading price of the Issuer's common stock between the stock price thresholds set forth above.
(2) Option vesting: 25% on the first anniversary of the grant date and in equal monthly installments during the three-year period thereafter.

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