<PAGE>   1
    As filed with the Securities and Exchange Commission on January 26, 1998
                                           Registration No. 333-________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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



                                  ODETICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                   95-2588496
      (State or Other Jurisdiction             (IRS Employer Identification No.)
    of Incorporation or Organization)

             1515 SOUTH MANCHESTER AVENUE, ANAHEIM, CALIFORNIA 92802
               (Address of Principal Executive Offices) (Zip Code)

                                  ODETICS, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                GREGORY A. MINER
                             CHIEF FINANCIAL OFFICER
                                  ODETICS, INC.
                          1515 SOUTH MANCHESTER AVENUE
                         ANAHEIM, CALIFORNIA 92802-2907
                     (Name and Address of Agent for Service)
                                 (714) 774-5000
          (Telephone Number, including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
TITLE OF EACH CLASS                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
OF SECURITIES                        TO BE                 OFFERING              AGGREGATE         REGISTRATION
TO BE REGISTERED                 REGISTERED(1)        PRICE PER SHARE(2)     OFFERING PRICE(2)         FEE
------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                    <C>                   <C>
1997 Stock Incentive Plan
Class A Common Stock                530,000                $4.8434               $2,567,141            $758
$0.10 par value
==================================================================================================================
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Class A Common Stock which become issuable under the 1997 Stock Incentive
      Plan by reason of any stock dividend, stock split, recapitalization or
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the outstanding shares of
      Class A Common Stock of Odetics, Inc.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
      average of the high and low selling prices per share of Class A Common
      Stock of Odetics, Inc. on January 22, 1998, as reported on the Nasdaq
      National Market.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

      Odetics, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended March 31, 1997 filed with the Commission on June 30, 1997;

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended June 30, 1997 and September 30, 1997, filed with the
            Commission on August 14, 1997 and November 14, 1997, respectively;

      (c)   The Registrant's Current Report on Form 8-K filed with the
            Commission on November 14, 1997; and

      (d)   The Registrant's Registration Statement No. 001-08762 on Form 8-A
            filed with the SEC on September 28, 1984, pursuant to Section 12 of
            the Securities Exchange Act of 1934, as amended (the "1934 Act"),
            which describes the terms, rights and provisions applicable to the
            Registrant's outstanding Class A Common Stock.

      All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities

      Not Applicable.


Item 5.  Interests of Named Experts and Counsel

      Not Applicable.


<PAGE>   3
Item 6.  Indemnification of Directors and Officers

      The Registrant's Certificate of Incorporation eliminates, to the fullest
extent permitted by law, the liability of its directors to the Registrant and
its stockholders for monetary damages for breach of the directors' fiduciary
duty. This provision is intended to afford the Registrant's directors the
benefit of the Delaware General Corporation Law ("DGCL"), which provides that
directors of a Delaware corporation may be relieved of monetary liability for
breach of their fiduciary duty of care, except under certain circumstances
involving breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law, or any
transaction from which the director derived an improper personal benefit.

      The Registrant's Certificate of Incorporation and Bylaws require
indemnification of Registrant's directors and officers to the maximum extent
permitted by the DGCL. Section 145 of the DGCL authorizes indemnification by a
Delaware corporation when a person is made a party to any proceeding by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as a director, officer, employee or agent of
another enterprise, at the request of the corporation, and if such person acted
in good faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation. With respect to any criminal
proceeding, such person must have had no reasonable cause to believe that his or
her conduct was unlawful. If it is determined that the conduct of such person
meets these standards, he or she may be indemnified for expenses incurred and
amounts paid in such proceeding (including attorneys' fees) if actually and
reasonably incurred by him or her in connection therewith. If such a proceeding
is brought by or on behalf of the Registrant, such person may be indemnified
against expenses actually and reasonably incurred if he or she acted in good
faith and in a manner reasonably believed by him or her to be in, or not opposed
to, the best interests of the Company. There can be no indemnification with
respect to any matter as to which such person is adjudged to be liable to the
Registrant; however, a court may, even in such case, allow such indemnification
to such person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the Registrant upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.

      The Registrant has also entered into contractual arrangements with its
directors and officers pursuant to which such persons may be entitled to
indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.

      The Registrant maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Registrant and its stockholders.


Item 7.  Exemption from Registration Claimed

      Not Applicable.


                                      II-2.
<PAGE>   4
Item 8.  Exhibits

    Number  Exhibit
    ------  -------

      4.0   Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 001-08762 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(d).
      5.0   Opinion and Consent of Brobeck, Phleger & Harrison LLP.
      23.1  Consent of Ernst & Young LLP, Independent Auditors.
      23.2  Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.0.
      24.0  Power of Attorney. Reference is made to page II-5 of this
            Registration Statement.
      99.1  1997 Stock Incentive Plan.
      99.2  Form of Notice of Grant of Stock Option.
      99.3  Form of Stock Option Agreement.
      99.4  Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following Corporate Transaction/Change in Control).
      99.5  Form of Addendum to Stock Option Agreement (Limited Stock
            Appreciation Rights)
      99.6  Form of Stock Issuance Agreement.
      99.7  Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination Following Corporate Transaction/Change in Control).
      99.8  Form of Notice of Grant of Automatic Stock Option (Initial Grant).
      99.9  Form of Notice of Grant of Automatic Stock Option (Annual Grant).
      99.10 Form of Automatic Stock Option Agreement.


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 Registration
                  Statement (i) to include any prospectus required by Section
                  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus
                  any facts or events arising after the effective date of this
                  Registration Statement (or the most recent post-effective
                  amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  this Registration Statement. Notwithstanding the foregoing,
                  any increase or decrease in volume of securities offered (of
                  the total value of securities offered would not exceed that
                  which was registered) and any deviation from the low and high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in "Calculation of
                  Registration Fee" table in this Registration Statement; and
                  (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement; provided, however,
                  that paragraphs (1)(i) and (1)(ii) shall not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the Registrant pursuant to Section 13 or Section
                  15(d) of the 1934 Act that are incorporated by reference into
                  this Registration Statement;


                                      II-3.
<PAGE>   5
            (2)   That for the purpose of determining any liability under the
                  1933 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; and

            (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 Registrant's 1997 Stock
                  Incentive Plan.

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-4.
<PAGE>   6
                                   SIGNATURES

      Pursuant to the requirements of the 1933 Act, 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 Anaheim, State of California, on this 23rd day of January, 1998.


                                   ODETICS, INC.


                                   By: /s/ Joel Slutzky
                                       -----------------------------------------
                                       Joel Slutzky, Chairman of the Board and
                                       Chief Executive Officer
                                       (Principal Executive Officer)


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

      That the undersigned officers and directors of Odetics, Inc., a Delaware
corporation, do hereby constitute and appoint Joel Slutzky and Gregory A. Miner,
and each of them, with full power of substitution and resubstitution, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents determine may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or
requirements of the Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and the undersigned
hereby ratifies and confirms that said attorneys and agents, each acting alone,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

      Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.


Signature                            Title                      Date
---------                            -----                      ----


/s/ Joel Slutzky             Chief Executive Officer and        January 23, 1998
------------------------     Chairman of the Board
Joel Slutzky                 (Principal Executive Officer)


                                     II-5.
<PAGE>   7
Signature                            Title                      Date
---------                            -----                      ----


 /s/ Gregory A. Miner        Chief Operating Officer, Chief     January 23, 1998
------------------------     Financial Officer and Vice
Gregory A. Miner             President Finance (Principal
                             Financial and Accounting
                             Officer)

/s/ Kevin C. Daly, Ph.D.     Director                           January 23, 1998
------------------------
Kevin C. Daly, Ph.D.


/s/ Crandall Gudmundson      Director                           January 23, 1998
------------------------
Crandall Gudmundson


/s/ Ralph R. Mickelson       Director                           January 23, 1998
------------------------
Ralph R. Mickelson


/s/ Stanely Molosky          Director                           January 23, 1998
------------------------
Stanley Molosky


/s/ Jerry F. Muench          Director                           January 23, 1998
------------------------
Jerry F. Muench


/s/ Leo Wexler               Director                           January 23, 1998
------------------------
Leo Wexler


/s/ Paul E. Wright           Director                           January 23, 1998
------------------------
Paul E. Wright


                                      II-6.
<PAGE>   8
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                                  ODETICS, INC.


<PAGE>   9
                                  EXHIBIT INDEX


   Number   Exhibit
   ------   -------


      4.0   Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 001-08762 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(d).
      5.0   Opinion and Consent of Brobeck, Phleger & Harrison LLP.
      23.1  Consent of Ernst & Young LLP, Independent Auditors.
      23.2  Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.0.
      24.0  Power of Attorney. Reference is made to page II-5 of this
            Registration Statement.
      99.1  1997 Stock Incentive Plan.
      99.2  Form of Notice of Grant of Stock Option.
      99.3  Form of Stock Option Agreement.
      99.4  Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following Corporate Transaction/Change in Control).
      99.5  Form of Addendum to Stock Option Agreement (Limited Stock
            Appreciation Rights).
      99.6  Form of Stock Issuance Agreement.
      99.7  Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination Following Corporate Transaction/Change in Control).
      99.8  Form of Notice of Grant of Automatic Stock Option (Initial Grant).
      99.9  Form of Notice of Grant of Automatic Stock Option (Annual Grant).
      99.10 Form of Automatic Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21460}]
{"company-data": {"conformed-name": "ODETICS INC", "cik": "0000350868", "assigned-sic": "3663", "irs-number": "952588496", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44907", "film-number": "98513152"}, "business-address": {"street1": "1515 S MANCHESTER AVE", "city": "ANAHEIM", "state": "CA", "zip": "92802", "phone": "7147745000"}}
1
    As filed with the Securities and Exchange Commission on January 26, 1998
                                           Registration No. 333-________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  ODETICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                   95-2588496
      (State or Other Jurisdiction             (IRS Employer Identification No.)
    of Incorporation or Organization)

             1515 SOUTH MANCHESTER AVENUE, ANAHEIM, CALIFORNIA 92802
               (Address of Principal Executive Offices) (Zip Code)

                                  ODETICS, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                GREGORY A. MINER
                             CHIEF FINANCIAL OFFICER
                                  ODETICS, INC.
                          1515 SOUTH MANCHESTER AVENUE
                         ANAHEIM, CALIFORNIA 92802-2907
                     (Name and Address of Agent for Service)
                                 (714) 774-5000
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
TITLE OF EACH CLASS                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
OF SECURITIES                        TO BE                 OFFERING              AGGREGATE         REGISTRATION
TO BE REGISTERED                 REGISTERED(1)        PRICE PER SHARE(2)     OFFERING PRICE(2)         FEE
------------------------------------------------------------------------------------------------------------------
1997 Stock Incentive Plan
Class A Common Stock                530,000                $4.8434               $2,567,141            $758
$0.10 par value
==================================================================================================================
(1)   This Registration Statement shall also cover any additional shares of
      Class A Common Stock which become issuable under the 1997 Stock Incentive
      Plan by reason of any stock dividend, stock split, recapitalization or
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the outstanding shares of
      Class A Common Stock of Odetics, Inc.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
      average of the high and low selling prices per share of Class A Common
      Stock of Odetics, Inc. on January 22, 1998, as reported on the Nasdaq
      National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      Odetics, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended March 31, 1997 filed with the Commission on June 30, 1997;

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended June 30, 1997 and September 30, 1997, filed with the
            Commission on August 14, 1997 and November 14, 1997, respectively;

      (c)   The Registrant's Current Report on Form 8-K filed with the
            Commission on November 14, 1997; and

      (d)   The Registrant's Registration Statement No. 001-08762 on Form 8-A
            filed with the SEC on September 28, 1984, pursuant to Section 12 of
            the Securities Exchange Act of 1934, as amended (the "1934 Act"),
            which describes the terms, rights and provisions applicable to the
            Registrant's outstanding Class A Common Stock.

      All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel

      Not Applicable.
3
Item 6.  Indemnification of Directors and Officers

      The Registrant's Certificate of Incorporation eliminates, to the fullest
extent permitted by law, the liability of its directors to the Registrant and
its stockholders for monetary damages for breach of the directors' fiduciary
duty. This provision is intended to afford the Registrant's directors the
benefit of the Delaware General Corporation Law ("DGCL"), which provides that
directors of a Delaware corporation may be relieved of monetary liability for
breach of their fiduciary duty of care, except under certain circumstances
involving breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law, or any
transaction from which the director derived an improper personal benefit.

      The Registrant's Certificate of Incorporation and Bylaws require
indemnification of Registrant's directors and officers to the maximum extent
permitted by the DGCL. Section 145 of the DGCL authorizes indemnification by a
Delaware corporation when a person is made a party to any proceeding by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as a director, officer, employee or agent of
another enterprise, at the request of the corporation, and if such person acted
in good faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the corporation. With respect to any criminal
proceeding, such person must have had no reasonable cause to believe that his or
her conduct was unlawful. If it is determined that the conduct of such person
meets these standards, he or she may be indemnified for expenses incurred and
amounts paid in such proceeding (including attorneys' fees) if actually and
reasonably incurred by him or her in connection therewith. If such a proceeding
is brought by or on behalf of the Registrant, such person may be indemnified
against expenses actually and reasonably incurred if he or she acted in good
faith and in a manner reasonably believed by him or her to be in, or not opposed
to, the best interests of the Company. There can be no indemnification with
respect to any matter as to which such person is adjudged to be liable to the
Registrant; however, a court may, even in such case, allow such indemnification
to such person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the Registrant upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.

      The Registrant has also entered into contractual arrangements with its
directors and officers pursuant to which such persons may be entitled to
indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.

      The Registrant maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Registrant and its stockholders.

Item 7.  Exemption from Registration Claimed

      Not Applicable.

                                      II-2.
4
Item 8.  Exhibits

    Number  Exhibit
    ------  -------

      4.0   Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 001-08762 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(d).
      5.0   Opinion and Consent of Brobeck, Phleger & Harrison LLP.
      23.1  Consent of Ernst & Young LLP, Independent Auditors.
      23.2  Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.0.
      24.0  Power of Attorney. Reference is made to page II-5 of this
            Registration Statement.
      99.1  1997 Stock Incentive Plan.
      99.2  Form of Notice of Grant of Stock Option.
      99.3  Form of Stock Option Agreement.
      99.4  Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following Corporate Transaction/Change in Control).
      99.5  Form of Addendum to Stock Option Agreement (Limited Stock
            Appreciation Rights)
      99.6  Form of Stock Issuance Agreement.
      99.7  Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination Following Corporate Transaction/Change in Control).
      99.8  Form of Notice of Grant of Automatic Stock Option (Initial Grant).
      99.9  Form of Notice of Grant of Automatic Stock Option (Annual Grant).
      99.10 Form of Automatic Stock Option Agreement.

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 Registration
                  Statement (i) to include any prospectus required by Section
                  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus
                  any facts or events arising after the effective date of this
                  Registration Statement (or the most recent post-effective
                  amendment thereof) which, individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  this Registration Statement. Notwithstanding the foregoing,
                  any increase or decrease in volume of securities offered (of
                  the total value of securities offered would not exceed that
                  which was registered) and any deviation from the low and high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in "Calculation of
                  Registration Fee" table in this Registration Statement; and
                  (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement; provided, however,
                  that paragraphs (1)(i) and (1)(ii) shall not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the Registrant pursuant to Section 13 or Section
                  15(d) of the 1934 Act that are incorporated by reference into
                  this Registration Statement;

                                      II-3.
5
            (2)   That for the purpose of determining any liability under the
                  1933 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; and

            (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 Registrant's 1997 Stock
                  Incentive Plan.

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4.
6
                                   SIGNATURES

      Pursuant to the requirements of the 1933 Act, 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 Anaheim, State of California, on this 23rd day of January, 1998.

                                   ODETICS, INC.

                                   By: /s/ Joel Slutzky
                                       -----------------------------------------
                                       Joel Slutzky, Chairman of the Board and
                                       Chief Executive Officer
                                       (Principal Executive Officer)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

      That the undersigned officers and directors of Odetics, Inc., a Delaware
corporation, do hereby constitute and appoint Joel Slutzky and Gregory A. Miner,
and each of them, with full power of substitution and resubstitution, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents determine may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or
requirements of the Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and the undersigned
hereby ratifies and confirms that said attorneys and agents, each acting alone,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

      Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signature                            Title                      Date
---------                            -----                      ----

/s/ Joel Slutzky             Chief Executive Officer and        January 23, 1998
------------------------     Chairman of the Board
Joel Slutzky                 (Principal Executive Officer)

                                     II-5.
7
Signature                            Title                      Date
---------                            -----                      ----

 /s/ Gregory A. Miner        Chief Operating Officer, Chief     January 23, 1998
------------------------     Financial Officer and Vice
Gregory A. Miner             President Finance (Principal
                             Financial and Accounting
                             Officer)

/s/ Kevin C. Daly, Ph.D.     Director                           January 23, 1998
------------------------
Kevin C. Daly, Ph.D.

/s/ Crandall Gudmundson      Director                           January 23, 1998
------------------------
Crandall Gudmundson

/s/ Ralph R. Mickelson       Director                           January 23, 1998
------------------------
Ralph R. Mickelson

/s/ Stanely Molosky          Director                           January 23, 1998
------------------------
Stanley Molosky

/s/ Jerry F. Muench          Director                           January 23, 1998
------------------------
Jerry F. Muench

/s/ Leo Wexler               Director                           January 23, 1998
------------------------
Leo Wexler

/s/ Paul E. Wright           Director                           January 23, 1998
------------------------
Paul E. Wright

                                      II-6.
8
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  ODETICS, INC.
9
                                  EXHIBIT INDEX

   Number   Exhibit
   ------   -------

      4.0   Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 001-08762 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(d).
      5.0   Opinion and Consent of Brobeck, Phleger & Harrison LLP.
      23.1  Consent of Ernst & Young LLP, Independent Auditors.
      23.2  Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.0.
      24.0  Power of Attorney. Reference is made to page II-5 of this
            Registration Statement.
      99.1  1997 Stock Incentive Plan.
      99.2  Form of Notice of Grant of Stock Option.
      99.3  Form of Stock Option Agreement.
      99.4  Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following Corporate Transaction/Change in Control).
      99.5  Form of Addendum to Stock Option Agreement (Limited Stock
            Appreciation Rights).
      99.6  Form of Stock Issuance Agreement.
      99.7  Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination Following Corporate Transaction/Change in Control).
      99.8  Form of Notice of Grant of Automatic Stock Option (Initial Grant).
      99.9  Form of Notice of Grant of Automatic Stock Option (Annual Grant).
      99.10 Form of Automatic Stock Option Agreement.