Let S be a 3-convex subset of the plane. If (cl S ~ £>) S int (cl S) or if (cl S ~ S) g bdry (cl S), then S is expressible as a union of four or fewer convex sets. Otherwise, S is a union of six or fewer convex sets. In each case, the bound is best possible. 1* Introduction. Let S be a subset of Rd. Then S is said to be 3-convex iff for every three distinct points in S, at least one of the segments determined by these points lies in S. Valentine [2] has proved that for S a closed, 3-convex subset of the plane, S is expressible as a union of three or fewer closed convex sets. We are interested in obtaining a similar decomposition without requiring the set S to be closed. The following definitions and results obtained by Valentine will be useful. For S S Rd> a point x in S is a point of local convexity of S iff there is some neighborhood U of x such that, if y, zeSCiU, then [y, A S S. If S fails to be locally convex at some point q in S, then q is called a point of local nonconvexity (lnc point) of S. Let S be a closed, connected, 3-convex subset of the plane, and let Q denote the closure of the set of isolated lnc points of S. Valentine has proved that for S not convex, then card Q ^ 1, Q lies in the convex kernel of S, and Q § bdry (conv Q). An edge of bdry (conv Q) is a closed segment (or ray) in bdry (conv Q) whose endpoints are in Q. We define a leaf of S in the following manner: In case card Q ^ 3, let L be the line determined by an edge of bdry (conv Q), Llf L2 the corresponding open half spaces. Then L supports conv Q, and we may assume conv Q § cl (LJ. We define W — cl (L2 f] S) to be a leaf of S. For 2 ^ card Q ^ 1, constructions used by Valentine may be employed to decompose S into two closed convex sets, and we define each of these convex sets to be a leaf of S. By Valentine's results, every point of S is either in conv Q or in some leaf W of S (or both), and every leaf W is convex. Moreover, Valentine obtains his decomposition of S by showing that for any collection {sj of disjoint edges of bdry (conv Q), with {Wt} the corresponding collection of leaves, conv Q U (U Wt) is closed and convex. Finally, we will use the following familiar definitions: For x, y in S, we say x see y via S iff the corresponding segment [x, y] lies in S. A subset T of S is visually independent via S iff for every