S-8

CALCULATION OF REGISTRATION FEE
  Title of       Amount      Proposed    Proposed    Amount of
Securities to    to be       Maximum     Maximum     Registration
be Registered  Registered    Offering    Aggregate   Fee
                             Price Per   Offering
                             Share(1)    Price(1)
_____________  __________    _________   _________   ____________
Common Stock,
no par value    450,000      $12.9375    $5,821,875    $2,008

(1)  Estimated solely for the purpose of calculating the
amount of the registration fee on the basis of the
average of the high and low prices of the Common Stock
reported in the NASDAQ National Market System on
December 29, 1994.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with 
the Securities and Exchange Commission:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1994, and amending Form 10-K/A, filed pursuant to 
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act").

(b)  The Registrant's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1994, filed pursuant to Section 13 of the Exchange 
Act.

(c)  The description of the Registrant's Common Stock contained in 
the Registrant's registration statement filed pursuant to the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

(d)  The description of the Registrant's Common Share Purchase 
Rights contained in the Registrant's registration statement on Form 8-A 
dated December 18, 1990, filed pursuant to Section 12 of the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

All documents subsequently filed by the Registrant pursuant to Sec-
tions 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or 
which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement and to be 
part hereof from the date of filing such documents.


Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 317 of the California Corporations Code ("Section 317") 
authorizes a corporation to indemnify a person against expenses and 
liabilities arising from third party or derivative actions to which the 
person is or is threatened to be made a party by reason of the fact that 
such person is or was an agent of the corporation, so long as such 
person acted in good faith and in a manner the person reasonably 
believed to be in the best interest of the corporation and, in the case 
of a criminal proceeding, had no reasonable cause to believe the conduct 
of the person was unlawful.  Section 317 requires a corporation to 
indemnify an agent who has been successful on the merits in defense of 
any third party or derivative action against expenses actually and 
reasonably incurred in connection therewith. The indemnification 
authorized by Section 317 is not exclusive of additional indemnification 
rights which an agent may have.

In accordance with Section 204 of the California Corporations Code, 
the Registrant's Articles of Incorporation eliminate the liability of 
directors for monetary damages to the fullest extent permissible under 
California law.  The Registrant's Articles of Incorporation also 
authorize the Registrant to indemnify the directors and officers to the 
fullest extent permissible under California law.

The Registrant's Bylaws require the Registrant to indemnify directors 
and officers of the Registrant, and authorize the Registrant to 
indemnify other agents, to the maximum extent permitted under the 
California Corporations Code.  Such provisions also apply to former 
directors, officers and agents of the Registrant, and persons serving as 
directors, officers or agents of another entity at the request of the 
Registrant.

The Registrant has entered into indemnification agreements with its 
directors and officers providing for indemnification of such directors 
and officers to the maximum extent permitted by law, including future 
changes to the law permitting broader indemnification than that 
currently permitted.  These agreements also resolve certain procedural 
and substantive matters that are not covered, or are covered in less 
detail, in the California Corporations Code or the Registrant's Bylaws.

The Registrant currently maintains liability insurance for its 
directors and officers.


Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit Number

4.1   Symmetricom, Inc. Employee Stock Purchase Plan
5.1   Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
      legality of securities being registered
23.1  Independent Auditors' Consent
23.2  Consent of Counsel (contained in Exhibit 5.1)
24.1  Power of Attorney (See signature page)


Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registra-tion 
statement to include any material information with respect to the plan 
of distribution not previously disclosed in the registra-tion statement 
or any material change to such information in the registration 
statement.

     (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, as amended (the "Securities Act"), 
each such post-effec-tive amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each filing of 
the Registrant's annual report pursuant to Sec-tion 13(a) or 
Section 15(d) of the Exchange Act (and, where appli-cable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in the registration 
state-ment shall be deemed to be a new registration statement relating 
to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering 
thereof.

(c)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemni-fication is against 
public policy as expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against 
such liabilities (other than the pay-ment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of San Jose, State 
of California, on January 4, 1995.


                                          SYMMETRICOM, INC.


                                          By: /s/ William D. Rasdal
                                              _____________________
                                              William D. Rasdal, 
                                              Chairman of the Board and 
                                              Chief Executive Officer


POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints William D. Rasdal and J. Scott 
Kamsler, jointly and severally, his attorneys-in-fact, each with the 
power of substitution, for him in any and all capacities, to sign any 
amendments to this registration statement on Form S-8, and to file the 
same, with exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.


       SIGNATURE                  TITLE                 DATE       

/s/ William D. Rasdal      Chairman of the             January 4, 1995
   (William D. Rasdal)     Board and Chief
                           Executive Officer
                           (Principal Executive
                           Officer)


/s/ J. Scott Kamsler       Vice President,             January 4, 1995
   (J. Scott Kamsler)      Finance, Chief 
                           Financial Officer and
                           Secretary
                           (Principal Financial
                           and Accounting
                           Officer)


/s/ Paul N. Risinger       Vice Chairman of            January 4, 1995
   (Paul N. Risinger)      the Board


/s/ Howard Anderson        Director                    January 4, 1995
   (Howard Anderson)


/s/ Robert M. Wolfe        Director                    January 4, 1995
   (Robert M. Wolfe)

SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit
Number     Description                             

4.1        Symmetricom, Inc. Employee Stock Purchase Plan

5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
           legality of securities being registered

23.1       Independent Auditors' Consent

23.2       Consent of Counsel                Contained in Exhibit 5.1

24.1       Power of Attorney                 Signature Page of
                                             Registration Statement

EX-2

EXHIBIT 5.1



January 4, 1995

Symmetricom, Inc.
85 West Tasman Drive
San Jose, CA  95134-1703

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on 
Form S-8 to be filed by you with the Securities and 
Exchange Commission on or about January 4, 1995 (the 
"Registration Statement"), in connection with the 
registration under the Securities Act of 1933, as 
amended, of 450,000 shares of your Common Stock (the 
"Shares") reserved for issuance under the Symmetricom, 
Inc. Employee Stock Purchase Plan (the "Plan").

As your legal counsel in connection with this 
transaction, we have examined the proceedings taken and 
proposed to be taken in connection with the issuance, 
sale and payment of consideration for the Shares to be 
issued under the Plan.

It is our opinion that, when issued and sold in 
compliance with applicable prospectus delivery 
requirements and in the manner referred to in the Plan 
and pursuant to the agreement which accompanies the 
Plan, the Shares will be legally and validly issued, 
fully paid and non-assessable.

We consent to the use of this opinion as an 
exhibit to the Registration Statement and further 
consent to the use of our name wherever appearing in 
the Registration Statement and any amendments thereto.

Sincerely,



/s/ WILSON, SONSINI, GOODRICH & ROSATI
______________________________________
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EX-3

EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this 
Registration Statement of Symmetricom, Inc. on Form S-8 
of our reports dated July 28, 1994, appearing in and 
incorporated by reference in the Annual Report on Form 
10-K of Symmetricom, Inc. for the year ended June 30, 
1994.


/S/ DELOITTE & TOUCHE LLP
_________________________
DELOITTE & TOUCHE LLP

San Jose, California
January 4, 1995

EX-1

SYMMETRICOM, INC.
EMPLOYEE STOCK PURCHASE PLAN


The following constitute the provisions of the Employee Stock Purchase 
Plan of SymmetriCom, Inc.

1.  Purpose.  The purpose of the Plan is to provide employees of the 
Company and its Designated Subsidiaries with an opportunity to purchase 
Common Stock of the Company through accumulated payroll deductions.  It 
is the intention of the company to have the Plan qualify as an "Employee 
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 
1986, as amended.  The provisions of the Plan, accordingly, shall be 
construed so as to extend and limit participation in a manner consistent 
with the requirements of that section of the Code.

2.  Definitions.

    (a)  "Board" shall mean the Board of Directors of the company.

    (b)  "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

    (c)  "Common Stock" shall mean the Common Stock of the Company.

    (d)  "Company" shall mean SymmetriCom, Inc. and any Designated 
Subsidiary of the Company.

    (e)  "Compensation" shall mean all base straight time gross earnings 
and sales commissions, including all payments for overtime, shift 
premium, incentive compensation, incentive payments, profit sharing, 
bonuses and other compensation.

    (f)  "Designated Subsidiaries" shall mean the Subsidiaries which 
have been designated by the Board from time to time in its sole 
discretion as eligible to participate in the Plan.

    (g)  "Employee" shall mean any individual who is an Employee of the 
Company for tax purposes whose customary employment with the Company is 
at least twenty (20) hours per week and more than five (5) months in any 
calendar year.  For purposes of the Plan, the employment relationship 
shall be treated as continuing intact while the individual is on sick 
leave or other leave of absence approved by the Company.  Where the 
period of leave exceeds 90 days and the individual's right to 
reemployment is not guaranteed either by statute or by contract, the 
employment relationship will be deemed to have terminated on the 
91st day of such leave.

    (h)  "Enrollment Date" shall mean the first day of each Offering 
Period.

    (i)  "Exercise Date" shall mean the last day of each Offering 
Period.

    (j)  "Fair Market Value" shall mean, as of any date, the value of 
Common Stock determined as follows:

         (1)  If the Common Stock is listed on any established stock 
exchange or a national market system, including without limitation the 
Nasdaq National Market of the National Association of Securities 
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market 
Value shall be the closing sale price for the Common Stock (or the mean 
of the closing bid and asked prices, if no sales were reported), as 
quoted on such exchange (or the exchange with the greatest volume of 
trading in Common Stock) or system on the date of such determination, as 
reported in The Wall Street Journal or such other source as the 
Board deems reliable, or;

         (2)  If the Common Stock is quoted on the NASDAQ System (but 
not on the Nasdaq National Market thereof) or is regularly quoted by a 
recognized securities dealer but selling prices are not reported, its 
Fair Market Value shall be the mean of the closing bid and asked prices 
for the Common Stock on the date of such determination, as reported in 
The Wall Street Journal or such other source as the Board deems 
reliable, or;

         (3)  In the absence of an established market for the Common 
Stock, the Fair Market Value thereof shall be determined in good faith 
by the 
Board.

    (k)  "Offering Period" shall mean a period of approximately six (6) 
months, commencing on the first Trading Day on or after February 1 and 
terminating on the last Trading Day in the period ending the following 
July 31, or commencing on the first Trading Day on or after August 1 and 
terminating on the last Trading Day in the period ending the following 
January 31, during which an option granted pursuant to the Plan may be 
exercised, provided that the first Offering Period under this Plan shall 
be the period of approximately four (4) months, commencing with the 
first Trading Day on or after October 17, 1994 and terminating on the 
last Trading Day in the period ending the following January 31, 1995.  
The duration of Offering Periods may be changed pursuant to 
Section 4 of this Plan.

    (l)  "Plan" shall mean this Employee Stock Purchase Plan.

    (m)  "Purchase Price" shall mean an amount equal to 85% of the Fair 
Market Value of a share of Common Stock on the Enrollment Date or on the 
Exercise Date, whichever is lower.

    (n)  "Reserves" shall mean the number of shares of Common Stock 
covered by each option under the Plan which have not yet been exercised 
and the number of shares of Common Stock which have been authorized for 
issuance under the Plan but not yet placed under option.

    (o)  "Subsidiary" shall mean a corporation, domestic or foreign, of 
which not less than 50% of the voting shares are held by the Company or 
a Subsidiary, whether or not such corporation now exists or is hereafter 
organized or acquired by the Company or a Subsidiary.

    (p)  "Trading Day" shall mean a day on which national stock 
exchanges and the NASDAQ System are open for trading.

3.  Eligibility.

    (a)  Any Employee (as defined in Section 2(g)), who shall 
be employed by the Company on a given Enrollment Date shall be eligible 
to participate in the Plan.

    (b)  Any provisions of the Plan to the contrary notwith-
standing, no Employee shall be granted an option under the Plan (i) to 
the extent, immediately after the grant, such Employee (or any other 
person whose stock would be attributed to such Employee pursuant to 
Section 424(d) of the Code) would own capital stock of the Company 
and/or hold outstanding options to purchase such stock possessing five 
percent (5%) or more of the total combined voting power or value of all 
classes of the capital stock of the Company or of any Subsidiary, or 
(ii) to the extent his or her rights to purchase stock under all 
employee stock purchase plans of the Company and its subsidiaries to 
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) 
worth of stock (determined at the fair market value of the shares at the 
time such option is granted) for each calendar year in which such option 
is outstanding at any time.

4.  Offering Periods.  The Plan shall be implemented by consecutive 
Offering Periods with a new Offering Period commencing on the first 
Trading Day on or after February 1 and August 1 each year, or, in the 
case of the first Offering Period under the Plan, on the first Trading 
Day on or after October 17, 1994, or on such other date as the Board 
shall determine, and continuing thereafter until terminated in 
accordance with Section 19 hereof.  The Board shall have the power to 
change the duration of Offering Periods (including the commencement 
dates thereof) with respect to future offerings without shareholder 
approval if such change is announced at least fifteen (15) days prior to 
the scheduled beginning of the first Offering Period to be affected 
thereafter.

5.  Participation.

    (a)  An eligible Employee may become a participant in the 
Plan by completing a subscription agreement authorizing payroll 
deductions in the form of Exhibit A to this Plan and filing it with the 
Company's payroll office prior to the applicable Enrollment Date.

    (b)  Payroll deductions for a participant shall commence on 
the first payroll following the Enrollment Date and shall end on the 
last payroll in the Offering Period to which such authorization is 
applicable, unless sooner terminated by the participant as provided in 
Section 10 hereof.

6.  Payroll Deductions.

    (a)  At the time a participant files his or her subscription 
agreement, he or she shall elect to have payroll deductions made on 
each pay day during the Offering Period in an amount not exceeding ten 
percent (10%) of the Compensation which he or she receives on each pay 
day during the Offering Period.

    (b)  All payroll deductions made for a participant shall be 
credited to his or her account under the Plan and will be withheld in 
whole percentages only.  A participant may not make any additional 
payments into such account.

    (c)  A participant may discontinue his or her participation in the 
Plan as provided in Section 10 hereof, or may decrease the rate of his 
or her payroll deductions one time during the Offering Period by 
completing or filing with the Company a new subscription agreement 
authorizing a change in payroll deduction rate.  The Board may, in its 
discretion, limit the number of or eliminate participation rate changes 
during any Offering Period.  The change in rate shall be effective with 
the first full payroll period following five (5) business days after the 
Company's receipt of the new subscription agreement unless the Company 
elects to process a given change in participation more quickly.  A 
participant's subscription agreement shall remain in effect for 
successive Offering Periods unless terminated as provided in Section 10 
hereof.

    (d)  Notwithstanding the foregoing, to the extent necessary 
or advisable to comply with the limitations on contributions and Share 
purchases under this Plan, including but not limited to the limitations 
imposed pursuant to Section 423(b)(8) of the Code and Section 3(b) 
hereof, a participant's payroll deductions may be reduced by the 
Company.  For purposes of complying with Section 423(b)(8) of the Code 
and Section 3(b) hereof, payroll deductions shall be decreased to 0% at 
such time during any Offering Period which is scheduled to end during 
the current calendar year (the "Current Offering Period") that the 
aggregate of all payroll deductions which were previously used to 
purchase stock under the Plan in a prior Offering Period which ended 
during that calendar year plus all payroll deductions accumulated with 
respect to the Current Offering Period equal $21,250.  Payroll 
deductions shall recommence at the rate provided in such participant's 
subscription agreement at the beginning of the first Offering Period 
which is scheduled to end in the following calendar year, unless 
terminated by the participant as provided in Section 10 hereof.

    (e)  At the time the option is exercised, in whole or in part, or at 
the time some or all of the Company's Common Stock issued under the Plan 
is disposed of, the participant must make adequate provision for the 
Company's federal, state, or other tax withholding obligations, if any, 
which arise upon the exercise of the option or the disposition of the 
Common Stock.  At any time, the Company may, but will not be obligated 
to, withhold from the participant's compensation the amount necessary 
for the Company to meet applicable withholding obligations, including 
any withholding required to make available to the Company any tax 
deductions or benefits attributable to sale or early disposition of 
Common Stock by the Employee.

7.  Grant of Option.  On the Enrollment Date of each Offering 
Period, each eligible Employee participating in such Offering Period 
shall be granted an option to purchase on the Exercise Date of such 
Offering Period (at the applicable Purchase Price) up to a number of 
shares of the Company's Common Stock determined by dividing such 
Employee's payroll deductions accumulated prior to such Exercise Date 
and retained in the Participant's account as of the Exercise Date by the 
applicable Purchase Price; provided that in no event shall an Employee 
be permitted to purchase during each Offering Period more than a number 
of Shares determined by dividing $12,500 by the Fair Market Value of a 
share of the Company's Common Stock on the Enrollment Date, and provided 
further that such purchase shall be subject to the limitations set forth 
in Sections 3(b) and 12 hereof. Exercise of the option shall occur as 
provided in Section 8 hereof, unless the participant has withdrawn 
pursuant to Section 10 hereof, and shall expire on the last day of the 
Offering Period.

8.  Exercise of Option.  Unless a participant withdraws from the 
Plan as provided in Section 10 hereof, his or her option for the 
purchase of shares shall be exercised automatically on the Exercise 
Date, and the maximum number of full shares subject to option shall be 
purchased for such participant at the applicable Purchase Price with the 
accumulated payroll deductions in his or her account.  No fractional 
shares shall be purchased; any payroll deductions accumulated in a 
participant's account which are not sufficient to purchase a full share 
shall be retained in the participant's account for the subsequent 
Offering Period, subject to earlier withdrawal by the participant as 
provided in Section 10 hereof.  Any other monies left over in a 
participant's account after the Exercise Date shall be returned to the 
participant. During a participant's lifetime, a participant's option to 
purchase shares hereunder is exercisable only by him or her.

9.  Delivery.  As promptly as practicable after each Exercise 
Date on which a purchase of shares occurs, the Company shall arrange the 
delivery to each participant, as appropriate, of a certificate 
representing the shares purchased upon exercise of his or her option.

10. Withdrawal; Termination of Employment.

    (a)  A participant may withdraw all but not less than all the 
payroll deductions credited to his or her account and not yet used to 
exercise his or her option under the Plan at any time up to four days 
before the Exercise Date by giving written notice to the Company in the 
form of Exhibit B to this Plan.  All of the participant's payroll 
deductions credited to his or her account will be paid to such 
participant promptly after receipt of notice of withdrawal and such 
participant's option for the Offering Period will be automatically 
terminated, and no further payroll deductions for the purchase of shares 
will be made during the Offering Period.  If a participant withdraws 
from an Offering Period, payroll deductions will not resume at the 
beginning of the succeeding Offering Period unless the participant 
delivers to the Company a new subscription agreement.

    (b)  Upon a participant's ceasing to be an Employee (as defined in 
Section 2(g) hereof) for any reason, he or she will be deemed to have 
elected to withdraw from the Plan and the payroll deductions credited to 
such participant's account during the Offering Period but not yet used 
to exercise the option will be returned to such participant or, in the 
case of his or her death, to the person or persons entitled thereto 
under Section 14 hereof, and such participant's option will be 
automatically terminated.  The preceding sentence notwithstanding, a 
participant who receives payment in lieu of notice of termination of 
employment shall be treated as continuing to be an Employee for 
the participant's customary number of hours per week of employment 
during the period in which the participant is subject to such payment in 
lieu of notice.

    (c)  A participant's withdrawal from an Offering Period will not 
have any effect upon his or her eligibility to participate in any 
similar plan which may hereafter be adopted by the Company or in 
succeeding Offering Periods which commence after the termination of the 
Offering Period from which the participant withdraws.

11. Interest.  No interest shall accrue on the payroll deductions of a 
participant in the Plan.

12. Stock.

    (a)  The maximum number of shares of the Company's Common Stock 
which shall be made available for sale under the Plan shall 450,000 
shares, subject to adjustment upon changes in capitalization of the 
Company as provided in Section 18 hereof.  If on a given Exercise Date 
the number of shares with respect to which options are to be exercised 
exceeds the number of shares then available under the Plan, the Company 
shall make a pro rata allocation of the shares remaining available for 
purchase in as uniform a manner as shall be practicable and as it shall 
determine to be equitable.

    (b)  The participant will have no interest or voting right in shares 
covered by his option until such option has been exercised.

    (c)  Shares to be delivered to a participant under the Plan will be 
registered in the name of the participant or in the name of the 
participant and his or her spouse.

13. Administration.

    (a)  Administrative Body.  The Plan shall be administered by the 
Board or a committee of members of the Board appointed by the Board.  
The Board or its committee shall have full and exclusive discretionary 
authority to construe, interpret and apply the terms of the Plan, to 
determine eligibility and to adjudicate all disputed claims filed under 
the Plan.  Every finding, decision and determination made by the Board 
or its committee shall, to the full extent permitted by law, be final 
and binding upon all parties.  

    (b)  Rule 16b-3 Limitations.  Notwithstanding the provisions of 
Subsection (a) of this Section 13, in the event that Rule 16b-3 
promulgated under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), or any successor provision ("Rule 16b-3") provides 
specific requirements for the administrators of plans of this type, the 
Plan shall be administered only by such a body and in such a manner as 
shall comply with the applicable requirements of Rule 16b-3.  Unless 
permitted by Rule 16b-3, no discretion concerning decisions regarding 
the Plan shall be afforded to any committee or person that is not 
"disinterested" as that term is used in Rule 16b-3.

14. Designation of Beneficiary.

    (a)  A participant may file a written designation of a beneficiary 
who is to receive any shares and cash, if any, from the participant's 
account under the Plan in the event of such participant's death 
subsequent to an Exercise Date on which the option is exercised but 
prior to delivery to such participant of such shares and cash.  In 
addition, a participant may file a written designation of a beneficiary 
who is to receive any cash from the participant's account under the Plan 
in the event of such participant's death prior to exercise of the 
option.  If a participant is married and the designated beneficiary is 
not the spouse, spousal consent shall be required for such designation 
to be effective.

    (b)  Such designation of beneficiary may be changed by the 
participant at any time by written notice.  In the event of the death of 
a participant and in the absence of a beneficiary validly designated 
under the Plan who is living at the time of such participant's death, 
the Company shall deliver such shares and/or cash to the executor or 
administrator of the estate of the participant, or if no such executor 
or administrator has been appointed to the knowledge of the Company), 
the Company, in its discretion, may deliver such shares and/or cash to 
the spouse or to any one or more dependents or relatives of the 
participant, or if no spouse, dependent or relative is known to the 
Company, then to such other person as the Company may designate.

15. Transferability.  Neither payroll deductions credited to a 
participant's account nor any rights with regard to the exercise of an 
option or to receive shares under the Plan may be assigned, transferred, 
pledged or otherwise disposed of in any way (other than by will, the 
laws of descent and distribution or as provided in Section 14 hereof) by 
the participant.  Any such attempt at assignment, transfer, pledge or 
other disposition shall be without effect, except that the Company may 
treat such act as an election to withdraw funds from an Offering Period 
in accordance with Section 10 hereof.

16. Use of Funds.  All payroll deductions received or held by the 
Company under the Plan may be used by the Company for any corporate 
purpose, and the Company shall not be obligated to segregate such 
payroll deductions.

17. Reports.  Individual accounts will be maintained for each 
participant in the Plan. Statements of account will be given to 
participating Employees at least annually, which statements will set 
forth the amounts of payroll deductions, the Purchase Price, the number 
of shares purchased and the remaining cash balance, if any.

18. Adjustments Upon Changes in Capitalization.

    (a)  Changes in Capitalization.  Subject to any required action by 
the shareholders of the Company, the Reserves as well as the price per 
share of Common Stock covered by each option under the Plan which has 
not yet been exercised shall be proportionately adjusted for any 
increase or decrease in the number of issued shares of Common Stock 
resulting from a stock split, reverse stock split, stock dividend, 
combination or reclassification of the Common Stock, or any other 
increase or decrease in the number of shares of Common Stock 
effected without receipt of consideration by the Company; provided, 
however, that conversion of any convertible securities of the Company 
shall not be deemed to have been "effected without receipt of 
consideration".  Such adjustment shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive.  
Except as expressly provided herein, no issuance by the Company 
of shares of stock of any class, or securities convertible into shares 
of stock of any class, shall affect, and no adjustment by reason thereof 
shall be made with respect to, the number or price of shares of Common 
Stock subject to an option.

    (b)  Dissolution or Liquidation.  In the event of the proposed 
dissolution or liquidation of the Company, the Offering Period will 
terminate immediately prior to the consummation of such proposed action, 
unless otherwise provided by the Board.

    (c)  Merger or Asset Sale.  In the event of a proposed sale of all 
or substantially all of the assets of the Company, or the merger of the 
Company with or into another corporation, the Offering Period during 
which such event occurs shall be cancelled and participants shall 
receive a refund of all amounts contributed to the Plan during such 
Offering Period, unless the Board determines, in the exercise of its 
sole discretion and in lieu of cancelling such Offering Period, to 
shorten the Offering Period then in progress by setting a new Exercise 
Date (the "New Exercise Date"). If the Board shortens the Offering 
Period then in progress in lieu of cancelling the Offering Period, the 
Board shall notify each participant in writing, at least ten (10) 
business days prior to the New Exercise Date, that the Exercise Date for 
his option has been changed to the New Exercise Date and that his option 
will be exercised automatically on the New Exercise Date, unless prior 
to such date he has withdrawn from the Offering Period as provided in 
Section 10 hereof.

The Board may, if it so determines in the exercise of its sole 
discretion, also make provision for adjusting the Reserves, as well as 
the price per share of Common Stock covered by each outstanding option, 
in the event the Company effects one or more reorganizations, 
recapitalization, rights offerings or other increases or reductions of 
shares of its outstanding Common Stock, and in the event of the Company 
being consolidated with or merged into any other corporation.

19. Amendment or Termination.

    (a) The Board of Directors of the Company may at any time and for 
any reason terminate or amend the Plan.  Except as provided in 
Section 18 hereof, no such termination can affect options previously 
granted, provided that an Offering Period may be terminated by the Board 
of Directors on any Exercise Date if the Board determines that the 
termination of the Plan is in the best interests of the Company and its 
shareholders.  Except as provided in Section 18 hereof, no amendment may 
make any change in any option theretofore granted which adversely 
affects the rights of any participant.  To the extent necessary to 
comply with Rule 16b-3 or under Section 423 of the Code (or any 
successor rule or provision or any other applicable law or regulation), 
the Company shall obtain shareholder approval in such a manner and to 
such a degree as required.

    (b)  Without shareholder consent and without regard to whether any 
participant rights may be considered to have been "adversely affected," 
the Board (or its committee) shall be entitled to change the Offering 
Periods, limit the frequency and/or number of changes in the amount 
withheld during an Offering Period, establish the exchange ratio 
applicable to amounts withheld in a currency other than U.S. dollars, 
permit payroll withholding in excess of the amount designated by a 
participant in order to adjust for delays or mistakes in the 
Company's processing of properly completed withholding elections, 
establish reasonable waiting and adjustment periods and/or accounting 
and crediting procedures to ensure that amounts applied toward the 
purchase of Common Stock for each participant properly correspond with 
amounts withheld from the participant's Compensation, and establish such 
other limitations or procedures as the Board (or its committee) 
determines in its sole discretion advisable which are consistent with 
the Plan.

20. Notices.  All notices or other communications by a participant to 
the Company under or in connection with the Plan shall be deemed to have 
been duly given when received in the form specified by the Company at 
the location, or by the person, designated by the Company for the 
receipt thereof.

21. Conditions Upon Issuance of Shares.  Shares shall not be issued with 
respect to an option unless the exercise of such option and the issuance 
and delivery of such shares pursuant thereto shall comply with all 
applicable provisions of law, domestic or foreign, including, without 
limitation, the Securities Act of 1933, as amended, the Securities 
Exchange Act of 1934, as amended, the rules and regulations promulgated 
thereunder, and the requirements of any stock exchange upon which the 
shares may then be listed, and shall be further subject to the approval 
of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may 
require the person exercising such option to represent and warrant at 
the time of any such exercise that the shares are being purchased only 
for investment and without any present intention to sell or distribute 
such shares if, in the opinion of counsel for the Company, such a 
representation is required by any of the aforementioned 
applicable provisions of law.

22. Term of Plan.  The Plan shall become effective upon the earlier to 
occur of its adoption by the Board of Directors or its approval by the 
shareholders of the Company.  It shall continue in effect for a term of 
ten (10) years unless sooner terminated under Section 19 hereof.



EXHIBIT A
SYMMETRICOM, INC.
EMPLOYEE STOCK PURCHASE PLAN  --  SUBSCRIPTION AGREEMENT
Enrollment Date:  _____________________
Check One: 	New Enrollment _____  Change of Beneficiary(ies) _____
Change in Payroll Deduction Rate (Limited to one reduction per 
offering period)    _____

1. ________________________hereby elects to participate in the 
SymmetriCom, Inc. Employee Stock Purchase Plan (the "Employee 
Stock Purchase Plan") and subscribes to purchase shares of the 
Company's Common Stock in accordance with this Subscription 
Agreement and the Employee Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the 
amount of     _______% of my gross Compensation on each payday 
(not to exceed 10%) during the Offering Period in accordance with 
the Employee Stock Purchase Plan.  (Please note that no fractional 
percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for 
the purchase of shares of Common Stock at the applicable Purchase 
Price determined in accordance with the Employee Stock Purchase 
Plan.  I understand that if I do not withdraw from an Offering 
Period, any accumulated payroll deductions will be used to 
automatically exercise my option.
4. I have received a copy of the "Employee Stock Purchase Plan."  I 
understand that my participation in the Employee Stock Purchase 
Plan is in all respects subject to the terms of the Plan.  I 
understand that the grant of the option by the Company under this 
Subscription Agreement is subject to obtaining shareholder 
approval of the Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan 
should be issued in the name(s) of (Employee or Employee and 
Spouse Only):
   Employee:_____________________________________________
   Spouse________________________________________________
6. I understand that if I dispose of any shares received by me 
pursuant to the Plan within 2 years after the Enrollment Date (the 
first day of the Offering Period during which I purchased such 
shares), I will be treated for federal income tax purposes as 
having received ordinary income at the time of such disposition in 
an amount equal to the excess of the fair market value of the 
shares at the time such shares were purchased by me over the price 
which I paid for the shares.  I hereby agree to notify the Company 
in writing within 30 days after the date of any disposition of 
shares and I will make adequate provision for Federal, state or 
other tax withholding obligations, if any, which arise upon the 
disposition of the Common Stock.    The Company may, but will not 
be obligated to, withhold from my compensation the amount 
necessary to meet any applicable withholding obligation including 
any withholding necessary to make available to the Company any tax 
deductions or benefits attributable to sale or early disposition 
of Common Stock by me.  If I dispose of such shares at any time 
after the expiration of the 2-year holding period, I understand 
that I will be treated for federal income tax purposes as having 
received income only at the time of such disposition, and that 
such income will be taxed as ordinary income only to the extent of 
an amount equal to the lesser of (1) the excess of the fair market 
value of the shares at the time of such disposition over the 
purchase price which I paid for the shares, or (2) 15% of the fair 
market value of the shares on the first day of the Offering 
Period.  The remainder of the gain, if any, recognized on such 
disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Employee Stock 
Purchase Plan.  The effectiveness of this Subscription Agreement 
is dependent upon my eligibility to participate in the Employee 
Stock Purchase Plan.
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT 
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Under no circumstances shall the terms of employment of any 
participant be modified or in any way affected by participation in 
this Plan.  The maintenance of the Plan shall not constitute a 
contract of employment.  Participating in the Plan will not give any 
participant a right to be retained in the employ of the company.
By choosing to participate in the Plan, I understand and agree that 
shares purchased for me under the Employee Stock Purchase Plan will 
be issued and held, for my account, by Smith Barney, Inc., and that 
the Company assumes no responsibility in connection with such shares 
or such account or in connection with any subsequent disposition of 
such shares.  I understand that Smith Barney will charge a commission 
of 6 1/4 cents per share sold, subject to a minimum commission charge 
of $25.00, plus a $4.00 service fee for each transaction.  I 
understand that I must comply with Symmetricom's Policy Statement 
Regarding Transactions in Company Securities and the related 
statements specifying open and closed trading periods.

Dated:______________
Signature of Employee:___________________
Return completed form and direct any questions to Jane Williamson, 
Stock Administrator,  at (408) 428-7804, or fax (408) 428-7896.

White - Payroll       Blue - Stock Administration       Green - Human 
Resources       Yellow - Employee


SYMMETRICOM, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL FROM PLAN



The undersigned participant of the Symmetricom, Inc. Employee 
Stock Purchase Plan hereby notifies the Company that he or she hereby 
withdraws from the Plan.  The participant hereby directs the Company 
to pay to the undersigned as promptly as practicable all the payroll 
deductions credited to his or her account.  The undersigned 
understands and agrees that his or her option will be automatically 
terminated.  The undersigned understands that no further payroll 
deductions will be made.  The undersigned shall be eligible to 
participate in succeeding Offering Periods only by delivering to the 
Company a new Subscription Agreement.

The undersigned understands that this form must be submitted no 
later than four days before the Exercise Date of the current offering 
period.


Name and Address of Participant:
(Please Print)


Signature:



Date:



Return completed form to Jane Williamson, Stock Administrator.
Any questions may be directed to Jane Williamson, Stock 
Administrator, at (408) 428-7804,  or fax (408) 428-7896.


White - Payroll    Blue - Stock Administration
Green - Human Resources    Yellow - Employee