8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  - - - - - - -


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report
 (Date of earliest event reported):                             July 27, 2004


                            Symbol Technologies, Inc.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                        1-9802                        11-2308681
- ---------------               ----------------              -------------------
(State or other               (Commission File                 (IRS Employer
Jurisdiction of                    Number)                   Identification No.)
Incorporation)


  One Symbol Plaza
  Holtsville, New York                                              11742
- -------------------------------                                   ----------
  (Address of principal                                           (Zip Code)
    executive offices)


Registrant's telephone number, including area code:             (631) 738-2400


Former name or former address, if changed since last report:    Not Applicable







ITEM 5.  OTHER EVENTS.

         On July 27, 2004, Symbol Technologies, Inc. (the "Registrant")
announced that it had reached a definitive agreement to acquire Matrics, Inc.
for $230 million. The transaction is expected to close in the third quarter of
2004. This transaction has been approved by the Registrant's board of directors
and is subject to regulatory approval. A copy of the Registrant's press release
is attached as Exhibit 99.1 and is incorporated herein by reference.

         Management of the Registrant hosted a teleconference on Tuesday, July
27, 2004 at 8:45 AM ET to discuss the subjects covered by the Press Release.
Audio replay of the teleconference will be available by dialing 1-888-348-4629
and entering passcode 899284 (international callers may dial 1-719-884-8882).
The replay will be available from July 27, 2004 through August 13, 2004.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are included herein:

Exhibit 99.1   Press Release dated July 27, 2004



                                   SIGNATURES

         Pursuant to the requirements of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.


                             SYMBOL TECHNOLOGIES, INC.




Date: July 27, 2004      By:    /s/    Mark T. Greenquist
                              --------------------------------
                              Name:  Mark T. Greenquist
                              Title: Senior Vice President
                                     and Chief Financial
                                     Officer








                                  EXHIBIT INDEX

Exhibit        Description
- -------        -----------

Exhibit 99.1   Press Release dated July 27, 2004

EX-99.1

                                                                    Exhibit 99.1


        SYMBOL TECHNOLOGIES ANNOUNCES AGREEMENT TO ACQUIRE MATRICS, INC.

     SYMBOL SCHEDULES TELECONFERENCE TODAY TO DISCUSS STRATEGIC ACQUISITION

         HOLTSVILLE, N.Y. - July 27, 2004 - Symbol Technologies, Inc.
(NYSE:SBL), The Enterprise Mobility Company(TM), today announced it has reached
an agreement to acquire Matrics, Inc., a leader in the design and manufacture of
EPC (electronic product code)-compliant Radio Frequency Identification (RFID)
systems. Privately held Matrics is based in Rockville, Md. The purchase price is
$230 million in cash.

         "The acquisition of Matrics is a significant step in executing our plan
to be a leader in RFID, and expands our offerings in the advanced data capture
industry," said William Nuti, Symbol president and chief executive officer. "We
believe that in order for RFID to be deployed successfully, it needs to be
deployed as a system -- a system that allows customers to capture, move and
manage critical information to and from the point of business activity. By
incorporating the Matrics EPC-compliant RFID products into Symbol's portfolio of
industry leading mobile computing, advanced data capture and wireless
technologies, Symbol can help customers in key market segments gain operational
efficiencies in their supply chains and realize competitive advantage."

         Symbol intends to finance the acquisition with short-term borrowings
under a new credit facility and expects to refinance the borrowings in a capital
markets equity or equity-linked transaction later this year, market conditions
permitting. The acquisition, which is subject to approval under the
Hart-Scott-Rodino Antitrust Improvements Act, is expected to close in the third
quarter of 2004.

         As a result of the acquisition, Symbol expects the dilution to its 2004
earnings per share of recurring operations of Matrics, including costs to
finance the transaction, to be in the range of $0.05-$0.06 per diluted share,
excluding any non-cash amortization charges of acquired intangibles and any
purchase accounting adjustments, yet to be determined.




Symbol also expects the dilutive effect to diminish in 2005, subject to timing
and market demand for RFID products.

ABOUT MATRICS

         Matrics has focused its strategic RFID solutions efforts on EPC
standards. Matrics provides EPC-compliant RFID systems for retail, defense,
transportation and other vertical markets. The Matrics product portfolio
features RFID systems including multi-protocol, EPC-compliant fixed readers;
readers designed for embedded applications, such as RFID printers and handhelds;
high-performance antennas for RFID tag reading; and EPC labels that can be
attached to items such as containers, pallets, cartons and more. The RFID tag
family includes both read-only and read/write functionality that addresses a
wide range of asset visibility applications.

         Today, Matrics RFID readers and tags are used by customers to help
track inventory across the supply chain, ensure compliance in regulated
industries, track the location of baggage throughout airports for security
purposes and facilitate a more effective logistics process within the defense
sector.

         "As a global leader in enterprise mobility, Symbol is well positioned
to build on Matrics' successes in the RFID industry," said Piyush Sodha,
chairman and chief executive officer of Matrics. "As the RFID industry moves
from pilot opportunities to enterprisewide deployments, the Symbol-Matrics
combination will enable the Matrics RFID success to continue with the added
benefit of Symbol's strengths in vertical markets, global sales and services, as
well as advanced data capture, wireless networking and mobile computing."

ABOUT RFID

         RFID is an advanced data capture technology. RFID tags can be applied
to assets moving through global supply chains. Readers installed at various
locations, such as dock doors, conveyors or forklifts, can instantly read the
unique EPC number from the tags as the





assets enter the reader's interrogation zone. Because an RFID reader does not
require a direct line of sight to the tag for EPC reading, and offers the added
benefit that many tags can be read simultaneously, data capture is performed
rapidly and virtually hands free.

         This increased asset visibility, along with improved data integrity,
can help customers make better decisions in managing their supply chain,
resulting in reduced inventory and operating expenses and ultimately goods being
delivered more quickly and accurately to the end user.

TELECONFERENCE AND REPLAY INFORMATION
- -------------------------------------

Date:                               Tuesday, July 27, 2004
Time:                               8:45 a.m. ET
Dial-In:                   800.207.0148 or +1.719.884.8877
Passcode:                           899284


         For more information about Symbol, visit www.symbol.com.

ABOUT SYMBOL TECHNOLOGIES
- -------------------------
Symbol Technologies, Inc., The Enterprise Mobility Company(TM), is a recognized
worldwide leader in enterprise mobility, delivering products and solutions that
capture, move and manage information in real time to and from the point of
business activity. Symbol enterprise mobility solutions integrate advanced data
capture technology, mobile computing platforms, wireless infrastructure,
mobility software and world-class services programs under the Symbol Enterprise
Mobility Services brand. Symbol enterprise mobility products and solutions are
proven to increase workforce productivity, reduce operating costs, drive
operational efficiencies and realize competitive advantages for the world's
leading retailers, transportation and logistics companies, manufacturers,
wholesale and distribution centers, government agencies and healthcare
facilities. More information is available at www.symbol.com.

                                      # # #


For Symbol Technologies:

For media information:

PATRICIA HALL

SYMBOL TECHNOLOGIES, INC.

631.738.5636

hallp@symbol.com



FOR FINANCIAL INFORMATION:

NANCY TULLY

SYMBOL TECHNOLOGIES, INC.

631.738.5050

tullyn@symbol.com