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): March 17, 1998


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


                                   California
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         (State or other jurisdiction of incorporation or organization)


        0-2287                                        95-1906306
 ----------------------               --------------------------------------
(Commission file number)                (I.R.S. Employer Identification No.)




 2300 Orchard Parkway, San Jose, California                  95131-1017
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(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:  408-943-9403


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





ITEM 5. OTHER EVENTS

     On March 17, 1998,  the Company  issued a press  release  commenting on the
financial  outlook for its third quarter of fiscal 1998 ending March 31, 1998. A
copy of the press release is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

    (a) and  (b)   -   None

    (c) Exhibits

        99.1          SymmetriCom, Inc.'s  Press Release dated March 17, 1998





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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                          SYMMETRICOM, INC.
                                          (Registrant)

DATE:  March 20, 1998                     By:/s/ J. Scott Kamsler
                                          J. Scott Kamsler
                                          Senior Vice President, Finance
                                          and Chief Financial Officer
                                          (for Registrant and as Principal
                                          Financial and Accounting Officer)



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                                  EXHIBIT INDEX


Exhibit
Number                Description

99.1                  SymmetriCom, Inc.'s  Press Release dated March 17, 1998


                                        4

EX-99.1

                                                            Exhibit 99.1
For information please call
Ed Lockwood
(408) 428-7845

SYMMETRICOM COMMENTS ON THIRD QUARTER OUTLOOK


San  Jose,  California,  March  17,  1998  --  SymmetriCom,  Inc.  (NASDAQ:SYMM)
announced  today that it expects to report net sales in the range of $24 million
to $25 million for its third fiscal  quarter  ending March 31, 1998  compared to
net sales of $34.3 million for the immediately preceding quarter,  primarily due
to substantially  lower sales in its semiconductor  operation.  As a result, the
Company estimates it will have a pre-tax loss (before a one-time charge) for the
quarter  in the range of $2  million  to $3  million.  In  addition,  in view of
current and expected near-term levels of sales from the Company's  semiconductor
operation,  the  Company  anticipates  taking a one-time  pre-tax  charge in its
current quarter of between $8 million and $12 million,  principally  relating to
an additional  provision for inventory which the Company has been  manufacturing
in  recent  periods  in  anticipation  of  a  higher  volume  of  sales  in  its
semiconductor operation that has not been realized. The Company is continuing to
adjust its production rate and reduce spending at its semiconductor operation in
order to cut  costs,  while at the  same  time  preserving  product  and  market
development programs.

The  Company  had  previously  disclosed  in its Form 10-Q report for the second
fiscal  quarter ended December 31, 1997 that,  based on orders  received for the
first half of the third  quarter of fiscal  1998,  the Company  expected its net
sales  and  net  earnings  for the  third  quarter  of  fiscal  1998 to  decline
significantly  from  the  immediately  preceding  quarter,  and had  advised  of
inventory  risks due to  increases  in  inventory  levels  in its  semiconductor
operation in recent periods.  The Company  continues to experience low demand in
its  semiconductor  operation and cautions that sales will probably  remain at a
low level in the fourth fiscal quarter of 1998 and perhaps beyond.


This press release contains  forward-looking  information  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended,  and is subject to the safe harbor
created by those Sections.  The Company's actual results could differ materially
from those  projected in the  forward-looking  information.  Some factors  which
could  cause  future  actual  results to differ  materially  from the  Company's
projected results in the forward-looking information are timing, cancellation or
delay of customer orders,  delays in new product  development,  introduction and
production startup, increased competition,  customer acceptance of new products,
economic conditions in the Pacific Rim region,  customer delays in qualification
of key new products, the overall condition of the semiconductor industry and the
risk factors listed from time to time in




the Company's  reports,  on file with the  Securities  and Exchange  Commission,
including  but not  limited  to, the report on Form 10-Q for the  quarter  ended
December 31, 1997 and the report on Form 10-K for the year ended June 30, 1997.

SymmetriCom,  Inc.  conducts its business through two separate  operating units.
Telecom  Solutions  is a leading  worldwide  manufacturer  of  advanced  network
synchronization  systems for the  telecommunications  industry. The Company also
manufactures intelligent access systems. Its Navstar Systems Ltd. unit, based in
Northampton,   England,   designs  and  manufactures  systems  that  use  Global
Positioning System Technology to determine precise geographic  location and time
and frequency  measurements.  Linfinity  Microelectronics  Inc. makes linear and
mixed  signal  standard  and  custom  integrated  circuits  as well  as  modules
primarily  for  use in  power  management  and  communications  applications  in
commercial, industrial, and defense and space markets.