S-8

As filed with the Securities and Exchange Commission 
on February 14, 1997
Registration No. 333-




	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	                                     


	FORM S-8
	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933

	                                     


	SYMMETRICOM, INC.	
	(Exact name of registrant as specified in its charter)

       CALIFORNIA	                        95-1906306                  
(State of incorporation)	(I.R.S. Employer Identification No.)

	85 West Tasman Drive
	San Jose, California 95134-1703
	(Address, including zip code, of principal executive offices)
	                                        

	1990 EMPLOYEE STOCK PLAN
	(Full Title of the Plan)
	                                     

	William D. Rasdal
	SymmetriCom, Inc.
	85 West Tasman Drive
	San Jose, California 95134-1703
	(Name and address of agent for service)

	(408) 943-9403
	(Telephone number, including area code, of agent for service)

	                                     


	Copies to:
	FRANCIS S. CURRIE, ESQ.
	WILSON, SONSINI, GOODRICH & ROSATI
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304




                                CALCULATION OF REGISTRATION FEE
 
												
			
Title of      Amount      Proposed           Proposed       Amount of 
Securities    to be    Maximum Offering  Maximum Aggregate 	Registration
to be         Regis-   Price Per Share    Offering Price        Fee
Registered    tered(1)      (2)               (2)

Common Stock,
no par value  467,102    $17.7673        $8,299,141.37       $2514.90  

(1)	Pursuant to Rule 429 of the Securities Act of 1933, as amended 
(the "Securities Act"), the prospectus delivered to 
participants under the registrant's 1990 Employee Stock Plan 
also relates to an aggregate of 2,200,000 shares initially 
registered under Form S-8 registration nos. 33-38384, 33-56042 
and 333-00333.

(2)	The Proposed Maximum Offering Price Per Share was estimated in 
part pursuant to Rule 457(h) under the Securities Act of 1933, 
as amended (the "Act"), and, in part, pursuant to Rule 457(c) 
under the Act.  With respect to (i) 4,625 shares which are 
subject to outstanding options to purchase Common Stock under 
the Plan, the Proposed Maximum Offering Price Per Share was 
estimated pursuant to Rule 457(h) under which Rule the per 
share price of options to purchase stock under an employee 
stock option plan may be estimated by reference to the 
exercise price of such options.  The weighted average exercise 
price of the 4,625 shares subject to outstanding options under 
the Plan is $13.25.  With respect to (i) 462,477 shares of 
Common Stock available for future grant under the Plan, the 
estimated Proposed Maximum Offering Price Per Share was 
estimated pursuant to Rule 457(c) whereby the per share price 
was determined by reference to the average between the high 
and low price reported in the Nasdaq National Market on 
February 12, 1997, which average was $17.8125.  The number 
referenced above in the table entitled "Proposed Maximum 
Offering Price per Share" represents a weighted average of the 
foregoing estimates calculated in accordance with Rules 457(h) 
and 457(c).

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, 1996, 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 
quarters ended September 30, 1996 and December 31, 1996, 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 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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*	1990 Employee Stock Plan
	4.2**	Forms of Stock Option Agreement, Restricted 
            Stock Purchase Agreement, Tandem Stock 
            Option/SAR Agreement, and Stock Appreciation 
            Right Agreement for use with 1990 Employee 
            Stock 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)
________
*	Incorporated by reference to the exhibit filed with the 
Registrant's registration statement on Form S-8 (File 
No. 333-00333) filed with the Securities and Exchange 
Commission on January 19, 1996.

**	Incorporated by reference to the exhibit filed with the 
Registrant's registration statement on Form S-8 (File 
No. 33-38384) filed with the Securities and Exchange 
Commission on December 24, 1990.

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-effective 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 Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, 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 statement 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 payment 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 February 14, 1997.

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 Board and   February 14, 1997
(William D. Rasdal)   	Chief Executive Officer
                       (Principal Executive Officer)


/s/ J. Scott Kamsler   Vice President, Finance     February 14, 1997
(J. Scott Kamsler)    	and Chief Financial Officer
                        (Principal Financial and
                          Accounting Officer)



/s/ Roger A. Strauch   Director	               February 14, 1997
(Roger A. Strauch)


/s/ Robert M. Wolfe    Director	               February 14, 1997
(Robert M. Wolfe)
	

SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS


Exhibit
Number 	Description 

	4.1*	1990 Employee Stock Plan

	4.2**	Forms of Stock Option Agreement, Restricted Stock Purchase 
            Agreement, Tandem Stock Option/SAR Agreement, and Stock 
            Appreciation Right Agreement for use with 1990 Employee
            Stock 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).

___________
*	Incorporated by reference to the exhibit filed with the 
Registrant's 
registration statement on Form S-8 (File No. 333-00333) filed with 
the Securities and Exchange Commission on January 19, 1996.
**	Incorporated by reference to the exhibit filed with the 
Registrant's 
registration statement on Form S-8 (File No. 33-38384) filed with the 
Securities and Exchange Commission on December 24, 1990.

EX-5

EXHIBIT 5.1

	February 12, 1997

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 February 14, 1997 (the "Registration 
Statement"), in connection with the registration 
under the Securities Act of 1933, as amended, 
467,102 shares of your Common Stock (the 
"Shares") reserved for issuance under the 1990 
Employee Stock Plan (the "Plan").  As your legal 
counsel, 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 agreements 
which accompany 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,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

/s/Wilson, Sonsini, Goodrich & Rosati

EX-23

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 report dated July 
23, 1996, appearing in and incorporated by reference in the Annual 
Report on Form 10-K of SymmetriCom, Inc. for the year ended June 30, 
1996.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

San Jose, California
February 14, 1997