As filed with the Securities and Exchange Commission on March 18, 1996

											Registration No. 33 
_____________________________________________________________________________

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	________

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



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

           Delaware                      		           11-2308681          
(State or other jurisdiction of   			(I.R.S. Employer Identification
 incorporation or organization)			  Number)


One Symbol Plaza
Holtsville, New York  11742-1300
		(516) 738-2400		
(Address, including zip code and telephone
number, including area code, of 
registrant's principal executive offices)


Dr. Jerome Swartz						Leonard H. Goldner, Esq.
Chairman of the Board and Chief			Senior Vice President and
Executive Officer						General Counsel
Symbol Technologies, Inc.					Symbol Technologies, Inc.
One Symbol Plaza     					One Symbol Plaza
Holtsville, New York  11742-1300			Holtsvile, New York 11742-1300 
(516) 738-2400							(516) 738-2400
_____________________________________________________________________________
(Name, address, including zip code, and telephone 
number, including area code, of agents for service)



						-1-



CALCULATION OF REGISTRATION FEE

___________________________________________________________________
Title of			 Proposed	Proposed
Each Class			 maximum	maximum
of Security	 Amount	 offering	aggregate	 Amount
to be 	 to be	 price per	offering	 registration
Registered	 Registered* share**	price**	 fee		
Common Stock 750,000	 $36.125 	$27,093,750. $9,343.	
_________________________________________________________________

*	There are also being registered such additional indeterminate number of 
shares of the Registrant's Common Stock as may be required to cover 
possible adjustments under the plan.

**	Estimated solely for the purpose of calculation of the registration fee, 
on the basis of the average high and low prices of the Registrant's 
Common Stock as quoted on the New York Stock Exchange on a date within 
five (5) days of filing hereof.


Statement pursuant to Rule 429; Incorporated by Reference

		This Registration Statement is also Post-Effective Amendment No. 4 
to Registration Statement 33-35821 and Post-Effective Amendment No. 3 to 
Registration Statement 33-43580 and Post-Effective Amendment No. 2 to 
Registration Statement 33-48026 and Post-Effective Amendment No. 1 to 
Registration Statement 33-78622 and the Prospectus contained in this 
Registration Statement is a combined Prospectus which also covers said shares, 
less shares of which options have already been exercised.  The contents of 
Registration Statements 33-35821, 33-43580, 33-48026 and 33-78622 are 
incorporated herein by reference.




-2-


POWER OF ATTORNEY

		KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Dr. Jerome Swartz, Tomo Razmilovic and 
Leonard H. Goldner, and each of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution for him and in his 
name, place and stead, in any and all capacities to sign any and all amendments 
(including post-effective amendments) to this registration statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite or necessary to be done 
in and about the premises, as fully to all intents and purposes as he might 
or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents or any of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof and the 
registrant hereby confers like authority on its behalf.

	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 Town of Bohemia, State of New York, on 
this 29th day of February, 1996.

						SYMBOL TECHNOLOGIES, INC.



							By:		 s/Jerome Swartz		
									Jerome Swartz
									Chairman of the Board
		                          


							-3-


		


		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
                           				
				  Chairman of the
                       Board and Director
s/Jerome Swartz		 (Principal Executive Officer)	 February 29, 1996
Jerome Swartz

s/Tomo Razmilovic	  Director 				 February  29, 1996
Tomo Razmilovic

s/Raymomd R. Martino	  Director					 February   29, 1996
Raymond R. Martino

s/Harvey P. Mallement  Director				 February   29, 1996
Harvey P. Mallement

s/Frederic P. Heiman	  Director					 February   29, 1996
Frederic P. Heiman

s/Saul P. Steinberg	  Director					 February   29, 1996
Saul P. Steinberg

s/Lowell C. Freiberg	  Director					 February   29, 1996
Lowell C. Freiberg

s/George Bugliarello	  Director					 February   29, 1996
George Bugliarello

s/Charles Wang	 	  Director					 February   29, 1996
Charles Wang

s/Thomas G. Amato	  Senior Vice President		 February   29, 1996
Thomas G. Amato		  Finance (Chief Financial Officer)

s/Brian T. Burke	  Vice President and Controller February   29, 1996
Brian T. Burke		  (Chief Accounting Officer)

                                -4-





SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

________________________




EXHIBITS 

to

FORM S-8





REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


________________________





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

SYMBOL TECHNOLOGIES, INC.

FORM S-8
REGISTRATION STATEMENT

-5-




	EXHIBIT INDEX

											
		Exhibit									Page

4.	1990 Non-Executive Stock Option Plan, as amended		  7

5.	Opinion and Consent of Leonard H. Goldner, Esq.		 27

23.1	Consent of Deloitte & Touche LLP					 30

23.2	Consent of Leonard H. Goldner, Esq. (included in Exhibit 5)


						-6-


EXHIBIT 4.1










-7-



1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as of 
February 12, 1996

SYMBOL TECHNOLOGIES, INC.
1990 NON-EXECUTIVE STOCK OPTION PLAN

		1.	Purpose.  The 1990 Non-Executive Stock 
Option Plan (the "Plan") of Symbol Technologies, Inc. (the 
"Company"), a Delaware corporation, is designed to aid the 
Company and its subsidiaries in retaining and attracting 
personnel of exceptional ability by enabling key employees to 
purchase a proprietary interest in the Company, thereby 
stimulating in such individuals an increased desire to render 
greater services which will contribute to the continued growth 
and success of the Company and its subsidiaries. Options 
granted under the Plan are not intended to satisfy the 
requirements for classification as "Incentive Stock Options" 
codified in Section 422A of the Internal Revenue Code of 1986, 
as amended (the "Code").
		2.	Amount and Source of Stock.  The total 
number of shares of Common Stock, par value $.01 per share, of 
the Company which may be the subject of options granted 
pursuant to the Plan shall not exceed 4,750,000 of the 
Company's Common 
-8-


adjustment as provided in paragraph 10, which shall include 
any shares subject to options granted prior to February 25, 
1991 under the 1988 Stock Option Plan for the Employees of MSI 
Data Corporation and the 1988 Stock Option Plan for the 
Employees of Vectran Corporation.  Such Shares may be reserved 
or made available from the Company's authorized and unissued 
Shares or from Shares reacquired and held in the Company's 
treasury.  In the event that any option granted hereunder 
shall terminate prior to its exercise in full for any reason, 
then the Shares subject to such option shall be added to the 
Shares otherwise available for issuance pursuant to the 
exercise of options under the Plan.
		3.	Administration of the Plan.   If all of the 
members of the Board of Directors of the Company (the "Board") 
are "disinterested persons" as that term is defined in Rule 
16b-3(c) (2) (or any successor provision) promulgated under 
the Securities and Exchange Act of 1934, as amended (the 
"Exchange Act") ("Disinterested Persons"), then the Plan shall 
be administered by the Board or, if so designated by 
resolution of the Board by a committee 
-9-


of the Board comprised of two or more members of the Board, 
selected by the Board, all of which members shall be 
"Disinterested Persons" (the "Committee").  If all of the 
members of the Board are not "Disinterested Persons"' then the 
Board shall designate such a Committee to administer the Plan. 
 (The body which is administering the Plan pursuant to this 
paragraph shall at times be referred to herein as the 
"Administrative Body.")
		The Administrative Body shall have full authority 
to interpret the Plan, to establish and amend rules and 
regulations relating to it, to determine the key employees to 
whom options may be granted under the Plan, to select from 
among the eligible individuals those to whom options are to be 
granted, to determine the terms and provisions of the 
respective option agreements (which need not be identical) and 
to make all other determinations necessary or advisable for 
the administration of the Plan.  The date on which the 
Administrative Body adopts resolutions granting an option to a 
specified individual shall constitute the date of grant of 
such option (the "Date of Grant"); provided, however, that if 
the grant of an option is made 
-10-


subject to the occurrence of a subsequent event (such as, for 
example, the commencement of employment), the date on which 
such subsequent event occurs shall be the Date of Grant.  The 
adoption of any such resolution by the majority of the members 
of the Administrative Body shall complete the necessary 
corporate action constituting the grant of said option and an 
offer of Shares for sale to said individual under the Plan.
		4.	Eligibility.  All key employees of the 
Company or any subsidiary of the Company (other than employees 
who are directors or officers of the Company including, after 
April 30, 1991, any person who is an "officer" of the Company 
as said term is defined in Rule 16a-1(f) (or any successor 
provision) promulgated pursuant to the Exchange Act), as 
determined by the Administrative Body, shall be eligible to 
receive options hereunder.  For purposes of the Plan, a 
subsidiary shall mean any corporation of which the Company 
owns or controls, directly or indirectly, fifty percent (50%) 
or more of the outstanding shares of stock normally entitled 
to vote for the election of directors including voting 
securities issuable upon conversion of 
	-11-


another security which is, or may have been, convertible into 
such voting securities or voting securities issuable upon the 
exercise of any warrant, option or other similar right and any 
partnership of which the Company or a corporate subsidiary is 
a general partner.  From time to time the Administrative Body 
shall, in its sole discretion, within the applicable limits of 
the Plan, select from among the eligible individuals those 
persons to whom options shall be granted under the Plan, the 
number of Shares subject to each option, and the exercise 
price, terms and conditions of any options to be granted 
hereunder.
		5.	Option Price.  The exercise price for the 
Shares purchasable under any option granted pursuant to the 
Plan shall not be less than 100% of the fair market value per 
share of the Shares subject to option under the Plan at the 
Date of Grant, solely as determined by the Administrative Body 
in good faith.  The exercise price for options granted 
pursuant to the Plan shall be subject to adjustment as 
provided in paragraph 10.  For purposes of the Plan, the "fair 
market value per

					-12-


if the Shares are listed on a registered securities exchange 
or traded on the NASDAQ National Market System, the closing 
price per share of the Shares on such date (or, if there was 
no trading in the Shares on such date, on the next preceding 
day on which there was trading); (ii) if the Shares are not 
listed on a registered securities exchange or traded on the 
NASDAQ National Market System but the bid and asked prices per 
share for the Shares are provided by NASDAQ, the National 
Quotation Bureau Incorporated or any similar organization, the 
average of the closing bid and asked price per share of the 
Shares on such date (or, if there was no trading in the Shares 
on such date, on the next preceding day on which there was 
trading) as provided by such organization; and (iii) if the 
Shares are not listed on a registered securities exchange or 
traded on the NASDAQ National Market System and the bid and 
asked prices per share of the Shares are not provided by 
NASDAQ, the National Quotation Bureau Incorporated or any 
similar organization, as determined by the Administrative Body 
in good faith.

					-13-


		6.	Term of Option.
		(a) 	Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in 
determining the period during which, the rate at which and the 
terms and conditions upon which any option granted hereunder 
may be exercised, and whether any option exercisable in 
installments is to be exercisable on a cumulative or non-
cumulative basis; provided, however, that no option granted 
hereunder shall be exercisable for a period exceeding ten (10) 
years from the Date of Grant. 
		(b) 	The grant of options by the Administrative 
Body shall be effective as of the date on which the 
Administrative Body shall authorize the option; provided, 
however, that no option granted hereunder shall be exercisable 
unless and until the holder shall enter into an individual 
option agreement with the Company that shall set forth the 
terms and conditions of such option.  Each such agreement 
shall expressly incorporate by reference the provisions of 
this Plan (a copy of which shall be made available for 
inspection by the optionee during normal business hours at the 

					-14-


principal office of the Company), and shall state that in the 
event of any inconsistency between the provisions hereof and 
the provisions of such agreement, the provisions of this Plan 
shall govern.
		7.	Exercise of Options.  An option shall be 
exercised when written notice of such exercise, signed by the 
person entitled to exercise the option, has been delivered or 
transmitted by registered or certified mail to the Secretary 
of the Company at its then principal office.  Said notice 
shall specify the number of Shares for which the option is 
being exercised and shall be accompanied by (i) such 
documentation, if any, as may be required by the Company as 
provided in subparagraph 11(b), and (ii) payment of the 
aggregate option price.  Such payment shall be in the form of 
(i) cash or a certified check (unless such certification is 
waived by the Company) payable to the order of the Company in 
the amount of the aggregate option price, (ii) certificates 
duly endorsed for transfer (with all transfer taxes paid or 
provided for) evidencing a number of Shares (provided, 
however, that with such Shares have been owned by the 


					-15-


Optionee for at least six months) of which the aggregate fair 
market value on the date of exercise is equal to the aggregate 
option exercise price of the Shares being purchased, (iii) by 
delivering to the Company (a) irrevocable instructions to 
deliver the stock certificates representing the Shares for 
which the option is being exercised, directly to a broker, and 
(b) instructions to the broker to sell such Shares and 
promptly deliver to the Company the portion of the sale 
proceeds equal to the aggregate option exercise price, or (iv) 
a combination of these methods of payment.  Delivery of said 
notice shall constitute an irrevocable election to purchase 
the Shares specified in said notice, and the date on which the 
Company receives the last of said notice, documentation and 
the aggregate option exercise price for all of the Shares 
covered by the notice shall, subject to the provisions of 
paragraph 11 hereof, be the date as of which the Shares so 
purchased shall be deemed to have been acquired.  The Optionee 
shall not have the right or status as a holder of the Shares 
to which such exercise relates 


					-16-


prior to receipt by the Company of the payment, notice and 
documentation expressly referred to in this paragraph 7.
		8.	Exercise and Cancellation of Options Upon  
Termination of Employment or Death.  Except as set forth 
below, if a holder shall voluntarily or involuntarily 
terminate his service as an employee of the Company or any 
subsidiary of the Company, the option of such holder shall 
terminate upon the date of such termination of employment 
regardless of the expiration date specified in such option.  
If the termination of employment is due to retirement (as 
defined by the Administrative Body in its sole discretion), 
the holder shall have the privilege of exercising any option 
that the holder could have exercised on the day upon which he 
ceased to be an employee of the Company or any subsidiary of 
the Company, provided, however, that such exercise must be 
accomplished within the term of such option and within three 
(3) months of the holder's retirement.  If the termination of 
employment is due to disability (to the extent and in a manner 
as shall be determined by the Administrative Body in its sole 

					-17-


discretion), he (or his duly appointed guardian or 
conservator) shall have the privilege of exercising any option 
that he could have exercised on the day upon which he ceased 
to be an employee of the Company or any subsidiary of the 
Company; provided, however, that such exercise must be 
accomplished within the term of such option and within one (1) 
year of the termination of his employment with the Company or 
any subsidiary of the Company.  If the termination of 
employment is due to the death of the holder, the duly 
appointed executor or administrator of his estate shall have 
the privilege at any time of exercising any option that the 
holder could have exercised on the date of his death; 
provided, however, that such exercise must be accomplished 
within the term of such option and within one (1) year of the 
holder's death.  For all purposes of the Plan, an approved 
leave of absence shall not constitute interruption or 
termination of employment.
	Nothing contained herein or in any option agreement shall 
be construed to confer on any option holder any right to be 
continued in the employ of 

				-18-


the Company or any subsidiary of the Company or derogate from 
any right of the Company or any subsidiary of the Company to 
retire, request the resignation of or discharge such option 
holder, or to lay off or require a leave of absence of such 
option holder (with or without pay), at any time, with or 
without cause.
		9.	Non-transferability of Options.  No option 
granted under the Plan shall be sold, pledged, assigned or 
transferred in any manner except to the extent that options 
may be exercised by an executor or administrator as provided 
in paragraph 8 hereof.  An option may be exercised, during the 
lifetime of the holder thereof, only by such holder or his 
duly appointed guardian or conservator in the event of his 
disability.

		10. 	Adjustments Upon Changes in Capitalization.
		(a)  If the outstanding Shares are subdivided, 
consolidated, increased, decreased, changed into, or exchanged 
for a different number or kind of shares or other securities 
of the Company 

					-19-


reclassification, capital adjustment or otherwise, or if the 
Company shall issue additional Shares as a dividend or 
pursuant to a stock split, then the number and kind of Shares 
available for issuance pursuant to the exercise of options to 
be granted under this Plan and all Shares subject to the 
unexercised portion of any option theretofore granted and the 
option price of such options shall be adjusted to prevent the 
inequitable enlargement or dilution of any rights hereunder; 
provided, however, that any such adjustment in outstanding 
options under the Plan shall be made without change in the 
aggregate exercise price applicable to the unexercised portion 
of any such outstanding option.  Distributions to the 
Company's shareholders consisting of property other than 
shares of Common Stock of the Company or its successor and 
distributions to shareholders of rights to subscribe for 
Common Stock shall not result in the adjustment of the Shares 
purchasable under outstanding options or the exercise price of 
outstanding options.  Adjustments under this paragraph shall 
be made by the Administrative Body, whose determination 
thereof 

					-20-


shall be conclusive and binding.  Any fractional Share 
resulting from adjustments pursuant to this paragraph shall be 
eliminated from any then outstanding option.  Nothing 
contained herein or in any option agreement shall be construed 
to affect in any way the right or power of the Company to make 
or become a party to any adjustments, reclassifications, 
reorganizations or changes in its capital or business 
structure or to merge, consolidate, dissolve, liquidate or 
otherwise transfer all or any part of its business or assets.
		(b) 	If, in the event of a merger or 
consolidation, the Company is not the surviving corporation, 
and in the event that the agreements governing such merger or 
consolidation do not provide for the substitution of new 
options or other rights in lieu of the options granted 
hereunder or for the express assumption of such outstanding 
options by the surviving corporation, or in the event of the 
dissolution or liquidation of the Company, the holder of any 
option theretofore granted under this Plan shall have the 
right not less than five (5) days prior to the record date for 


					-21-


the determination of shareholders entitled to participate in 
such merger, consolidation, dissolution or liquidation, to 
exercise his option, in whole or in part, without regard to 
any installment provision that may have been made part of the 
terms and conditions of such option; provided that any 
conditions precedent to such exercise set forth in any option 
agreement granted under this Plan, other than the passage of 
time, have been satisfied.  In any such event, the Company 
will mail or cause to be mailed to each holder of an option 
hereunder a notice specifying the date that is to be fixed as 
of which all holders of record of the Shares shall be entitled 
to exchange their Shares for securities, cash or other 
property issuable or deliverable pursuant to such merger, 
consolidation, dissolution or liquidation.  Such notice shall 
be mailed at least ten (10) days prior to the date therein 
specified.  In the event any then outstanding option is not 
exercised in its entirety on or prior to the date specified 
therein, all remaining outstanding options granted hereunder 
and any and all rights thereunder shall terminate as of said 
date.

					-22-



		11. 	General Restrictions.
		(a) 	No option granted hereunder shall be 
exercisable if the Company shall, at any time and in its sole 
discretion, determine that (i) the listing upon any securities 
exchange, registration or qualification under any state or 
federal law of any Shares otherwise deliverable upon such 
exercise, or (ii) the consent or approval of any regulatory 
body or the satisfaction of withholding tax or other 
withholding liabilities, is necessary or appropriate in 
connection with such exercise.  In any of such events, the 
exercisability of such options shall be suspended and shall 
not be effective unless and until such withholding, listing, 
registration, qualification or approval shall have been 
effected or obtained free of any conditions not acceptable to 
the Company in its sole discretion, notwithstanding any 
termination of any option or any portion of any option during 
the period when exercisability has been suspended.
		(b) 	The Administrative Body may require, as a 
condition to the right to exercise an option, 

					-23-


that the Company receive from the option holder, at the time 
of any such exercise, representations, warranties and 
agreements to the effect that the Shares are being purchased 
by the holder only for investment and without any present 
intention to sell or otherwise distribute such Shares and that 
the option holder will not dispose of such Shares in 
transactions which, in the opinion of counsel to the Company, 
would violate the registration provisions of the Securities 
Act of 1933, as then amended, and the rules and regulations 
thereunder and any applicable "blue sky" laws or regulations. 
 The certificates issued to evidence such Shares shall bear 
appropriate legends summarizing such restrictions on the 
disposition thereof.
		12. 	Withholding Tax Liability.
		(a)  A holder of an option granted hereunder (if 
said holder's transactions in Common Stock are not subject to 
Section 16(b) of the Exchange Act) may elect to tender shares 
to the Company in order to satisfy federal and state 
withholding tax liability (a "share withholding election"), 
provided, (i) the Administrative Body, 

					-24-


shall not have revoked its advance approval of the holder's 
share withholding election and (ii) the share withholding 
election is made on or prior to the date on which the amount 
of withholding tax liability is determined (the "Tax Date").  
		(b)  A share withholding election shall be deemed 
made when written notice of such election, signed by the 
holder, has been delivered or transmitted by registered or 
certified mail to the Secretary of the Company at its then 
principal office.  
		(c)  If a holder has made a share withholding 
election pursuant to this paragraph 12, the Company shall 
subtract from the number of Shares deliverable to the holder 
on the date of exercise, the number of Shares having an 
aggregate fair market value (as determined in good faith by 
the Administrative Body) equal to the amount of tax required 
to be withheld plus cash for any fractional amount. 
		13. 	Amendment.  The Board shall have full 
authority to amend, modify, terminate or alter the Plan; 
provided, however, that no amendment to the 


					-25-


Plan shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under such 
option.
		14. 	Termination.  Unless the Plan shall 
theretofore have been terminated as hereinafter provided, the 
Plan shall terminate on April 30, 2000 and no options under 
the Plan shall thereafter be granted, provided, however, the 
Board at any time may, in its sole discretion, terminate the 
Plan prior to the foregoing date.  No termination of the Plan 
shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under such 
option.

						-26-






EXHITIB 5.






-27-



							March 11, 1996


Symbol Technologies, Inc.
116 Wilbur Place
Bohemia, NY  11716

Dear Sirs:

		Symbol Technologies, Inc., a Delaware corporation (the "Company"), 
intends to transmit for filing with the Securities and Exchange Commission a 
registration statement under the Securities Act of 1933, as amended on Form S-
8 (the "Registration Statement") which relates to 750,000 shares (the 
"Shares") of the Company's Common Stock, par value $.01 per share, which are 
being offered pursuant to the Company's 1990 Non-Executive Stock Option Plan, 
(the "1990 Plan").  This opinion is an exhibit to the Registration Statement.

		I am Senior Vice President, General Counsel and Secretary of the 
Company.  I have acted as counsel to the Company and in such capacity have 
participated in various corporate and other proceedings taken by or on behalf 
of the Company in connection with the proposed offer and sale of the Shares 
referred to above as contemplated by the Registration Statement.  I have taken 
part in the preparation or examined copies (in each case signed, certified or 
otherwise proven to my satisfaction) of the Company's Certificate of 
Incorporation, its By-Laws as presently in effect, minutes and other 
instruments evidencing actions taken by its directors and shareholders, the 
Registration Statement and exhibits thereto and such other documents and 
instruments relating to the Company and the proposed offering as I have deemed 
necessary under the circumstances.  Insofar as this opinion relates to 
securities to be issued in the future, I have assumed that all applicable 
laws, rules and regulations in effect at that time of such issuance are the 
same as such laws, rules and regulations in effect as of the date hereof.

		I note that I am a member of the Bar of the State of New York and 
that I am not admitted to the Bar of the State of Delaware.  To the extent 
that the opinion expressed herein involves the law of Delaware, my opinion is 
based solely upon my reading of the Delaware General Corporation Law and my 
review of the Company's certified Certificate of Incorporation.

		In connection with my rendering of this opinion, I wish to note 
that, as of February 15, 1996 I and members of my immediate family and trusts 
established for their benefit own in 


							-28-


the aggregate of 11,000 shares of the Common Stock of the Company.  In 
addition, I owned options to purchase an aggregate of 147,200 shares of Common 
Stock.  I am also trustee or co-trustee of trusts which own in the aggregate 
64,600 shares of Common Stock.  I disclaim beneficial ownership of any shares 
held in these trusts.

		Based on the foregoing, it is my opinion that:

		1.	The Company has been duly incorporated under the laws of the 
State of Delaware and has an authorized capital stock consisting 
of 40,000,000 shares of Common Stock, par value $.01 per share and 
10,000,000 shares of Preferred Stock, par value $1.00 per share.

		2.	Subject to the effectiveness of the Registration Statement 
and compliance with applicable state securities laws, Shares 
issued upon the valid exercise of options issued pursuant to the 
1990 Plan, will be duly authorized, legally issued, fully paid and 
non-assessable.

		I hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and as an exhibit to a listing application or any 
other filing made by the Company under the securities or "Blue Sky" laws of 
any state.

							Very truly yours,


							S/Leonard H. Goldner
							Leonard H. Goldner
							Senior Vice President
							and General Counsel

LHG:mk
Enclosures


	-29-




EXHIBIT 23.1



-30-












INDEPENDENT AUDITORS CONSENT


We consent to the incorporation by reference in this Registration Statement of 
Symbol Technologies, Inc. and subsidiaries on Form S-8 of our report dated 
February 9, 1996 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1995.



s/Deloitte & Touche LLP
Jericho, New York
March 15, 1996




-31-






EXHIBIT 23.2
(Included in Exhibit 5)



-32-
 



 

 





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{"company-data": {"conformed-name": "SYMBOL TECHNOLOGIES INC", "cik": "0000278352", "assigned-sic": "3577", "irs-number": "112308681", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01769", "film-number": "96535853"}, "business-address": {"street1": "116 WILBUR PL", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "5165632400"}, "mail-address": {"street1": "116 WILBUR PL", "city": "BOHEIMIA", "state": "NY", "zip": "11716"}}
As filed with the Securities and Exchange Commission on March 18, 1996

											Registration No. 33 
_____________________________________________________________________________

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	________

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

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

           Delaware                      		           11-2308681          
(State or other jurisdiction of   			(I.R.S. Employer Identification
 incorporation or organization)			  Number)

One Symbol Plaza
Holtsville, New York  11742-1300
		(516) 738-2400		
(Address, including zip code and telephone
number, including area code, of 
registrant's principal executive offices)

Dr. Jerome Swartz						Leonard H. Goldner, Esq.
Chairman of the Board and Chief			Senior Vice President and
Executive Officer						General Counsel
Symbol Technologies, Inc.					Symbol Technologies, Inc.
One Symbol Plaza     					One Symbol Plaza
Holtsville, New York  11742-1300			Holtsvile, New York 11742-1300 
(516) 738-2400							(516) 738-2400
_____________________________________________________________________________
(Name, address, including zip code, and telephone 
number, including area code, of agents for service)

						-1-

CALCULATION OF REGISTRATION FEE

___________________________________________________________________
Title of			 Proposed	Proposed
Each Class			 maximum	maximum
of Security	 Amount	 offering	aggregate	 Amount
to be 	 to be	 price per	offering	 registration
Registered	 Registered* share**	price**	 fee		
Common Stock 750,000	 $36.125 	$27,093,750. $9,343.	
_________________________________________________________________

*	There are also being registered such additional indeterminate number of 
shares of the Registrant's Common Stock as may be required to cover 
possible adjustments under the plan.

**	Estimated solely for the purpose of calculation of the registration fee, 
on the basis of the average high and low prices of the Registrant's 
Common Stock as quoted on the New York Stock Exchange on a date within 
five (5) days of filing hereof.

Statement pursuant to Rule 429; Incorporated by Reference

		This Registration Statement is also Post-Effective Amendment No. 4 
to Registration Statement 33-35821 and Post-Effective Amendment No. 3 to 
Registration Statement 33-43580 and Post-Effective Amendment No. 2 to 
Registration Statement 33-48026 and Post-Effective Amendment No. 1 to 
Registration Statement 33-78622 and the Prospectus contained in this 
Registration Statement is a combined Prospectus which also covers said shares, 
less shares of which options have already been exercised.  The contents of 
Registration Statements 33-35821, 33-43580, 33-48026 and 33-78622 are 
incorporated herein by reference.

-2-

POWER OF ATTORNEY

		KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Dr. Jerome Swartz, Tomo Razmilovic and 
Leonard H. Goldner, and each of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution for him and in his 
name, place and stead, in any and all capacities to sign any and all amendments 
(including post-effective amendments) to this registration statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite or necessary to be done 
in and about the premises, as fully to all intents and purposes as he might 
or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents or any of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof and the 
registrant hereby confers like authority on its behalf.

	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 Town of Bohemia, State of New York, on 
this 29th day of February, 1996.

						SYMBOL TECHNOLOGIES, INC.

							By:		 s/Jerome Swartz		
									Jerome Swartz
									Chairman of the Board
		                          

							-3-

		

		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
                           				
				  Chairman of the
                       Board and Director
s/Jerome Swartz		 (Principal Executive Officer)	 February 29, 1996
Jerome Swartz

s/Tomo Razmilovic	  Director 				 February  29, 1996
Tomo Razmilovic

s/Raymomd R. Martino	  Director					 February   29, 1996
Raymond R. Martino

s/Harvey P. Mallement  Director				 February   29, 1996
Harvey P. Mallement

s/Frederic P. Heiman	  Director					 February   29, 1996
Frederic P. Heiman

s/Saul P. Steinberg	  Director					 February   29, 1996
Saul P. Steinberg

s/Lowell C. Freiberg	  Director					 February   29, 1996
Lowell C. Freiberg

s/George Bugliarello	  Director					 February   29, 1996
George Bugliarello

s/Charles Wang	 	  Director					 February   29, 1996
Charles Wang

s/Thomas G. Amato	  Senior Vice President		 February   29, 1996
Thomas G. Amato		  Finance (Chief Financial Officer)

s/Brian T. Burke	  Vice President and Controller February   29, 1996
Brian T. Burke		  (Chief Accounting Officer)

                                -4-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

________________________

EXHIBITS 

to

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________

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

SYMBOL TECHNOLOGIES, INC.

FORM S-8
REGISTRATION STATEMENT

-5-

	EXHIBIT INDEX

											
		Exhibit									Page

4.	1990 Non-Executive Stock Option Plan, as amended		  7

5.	Opinion and Consent of Leonard H. Goldner, Esq.		 27

23.1	Consent of Deloitte & Touche LLP					 30

23.2	Consent of Leonard H. Goldner, Esq. (included in Exhibit 5)

						-6-

EXHIBIT 4.1

-7-

1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as of 
February 12, 1996

SYMBOL TECHNOLOGIES, INC.
1990 NON-EXECUTIVE STOCK OPTION PLAN

		1.	Purpose.  The 1990 Non-Executive Stock 
Option Plan (the "Plan") of Symbol Technologies, Inc. (the 
"Company"), a Delaware corporation, is designed to aid the 
Company and its subsidiaries in retaining and attracting 
personnel of exceptional ability by enabling key employees to 
purchase a proprietary interest in the Company, thereby 
stimulating in such individuals an increased desire to render 
greater services which will contribute to the continued growth 
and success of the Company and its subsidiaries. Options 
granted under the Plan are not intended to satisfy the 
requirements for classification as "Incentive Stock Options" 
codified in Section 422A of the Internal Revenue Code of 1986, 
as amended (the "Code").
		2.	Amount and Source of Stock.  The total 
number of shares of Common Stock, par value $.01 per share, of 
the Company which may be the subject of options granted 
pursuant to the Plan shall not exceed 4,750,000 of the 
Company's Common 
-8-

adjustment as provided in paragraph 10, which shall include 
any shares subject to options granted prior to February 25, 
1991 under the 1988 Stock Option Plan for the Employees of MSI 
Data Corporation and the 1988 Stock Option Plan for the 
Employees of Vectran Corporation.  Such Shares may be reserved 
or made available from the Company's authorized and unissued 
Shares or from Shares reacquired and held in the Company's 
treasury.  In the event that any option granted hereunder 
shall terminate prior to its exercise in full for any reason, 
then the Shares subject to such option shall be added to the 
Shares otherwise available for issuance pursuant to the 
exercise of options under the Plan.
		3.	Administration of the Plan.   If all of the 
members of the Board of Directors of the Company (the "Board") 
are "disinterested persons" as that term is defined in Rule 
16b-3(c) (2) (or any successor provision) promulgated under 
the Securities and Exchange Act of 1934, as amended (the 
"Exchange Act") ("Disinterested Persons"), then the Plan shall 
be administered by the Board or, if so designated by 
resolution of the Board by a committee 
-9-

of the Board comprised of two or more members of the Board, 
selected by the Board, all of which members shall be 
"Disinterested Persons" (the "Committee").  If all of the 
members of the Board are not "Disinterested Persons"' then the 
Board shall designate such a Committee to administer the Plan. 
 (The body which is administering the Plan pursuant to this 
paragraph shall at times be referred to herein as the 
"Administrative Body.")
		The Administrative Body shall have full authority 
to interpret the Plan, to establish and amend rules and 
regulations relating to it, to determine the key employees to 
whom options may be granted under the Plan, to select from 
among the eligible individuals those to whom options are to be 
granted, to determine the terms and provisions of the 
respective option agreements (which need not be identical) and 
to make all other determinations necessary or advisable for 
the administration of the Plan.  The date on which the 
Administrative Body adopts resolutions granting an option to a 
specified individual shall constitute the date of grant of 
such option (the "Date of Grant"); provided, however, that if 
the grant of an option is made 
-10-

subject to the occurrence of a subsequent event (such as, for 
example, the commencement of employment), the date on which 
such subsequent event occurs shall be the Date of Grant.  The 
adoption of any such resolution by the majority of the members 
of the Administrative Body shall complete the necessary 
corporate action constituting the grant of said option and an 
offer of Shares for sale to said individual under the Plan.
		4.	Eligibility.  All key employees of the 
Company or any subsidiary of the Company (other than employees 
who are directors or officers of the Company including, after 
April 30, 1991, any person who is an "officer" of the Company 
as said term is defined in Rule 16a-1(f) (or any successor 
provision) promulgated pursuant to the Exchange Act), as 
determined by the Administrative Body, shall be eligible to 
receive options hereunder.  For purposes of the Plan, a 
subsidiary shall mean any corporation of which the Company 
owns or controls, directly or indirectly, fifty percent (50%) 
or more of the outstanding shares of stock normally entitled 
to vote for the election of directors including voting 
securities issuable upon conversion of 
	-11-

another security which is, or may have been, convertible into 
such voting securities or voting securities issuable upon the 
exercise of any warrant, option or other similar right and any 
partnership of which the Company or a corporate subsidiary is 
a general partner.  From time to time the Administrative Body 
shall, in its sole discretion, within the applicable limits of 
the Plan, select from among the eligible individuals those 
persons to whom options shall be granted under the Plan, the 
number of Shares subject to each option, and the exercise 
price, terms and conditions of any options to be granted 
hereunder.
		5.	Option Price.  The exercise price for the 
Shares purchasable under any option granted pursuant to the 
Plan shall not be less than 100% of the fair market value per 
share of the Shares subject to option under the Plan at the 
Date of Grant, solely as determined by the Administrative Body 
in good faith.  The exercise price for options granted 
pursuant to the Plan shall be subject to adjustment as 
provided in paragraph 10.  For purposes of the Plan, the "fair 
market value per

					-12-

if the Shares are listed on a registered securities exchange 
or traded on the NASDAQ National Market System, the closing 
price per share of the Shares on such date (or, if there was 
no trading in the Shares on such date, on the next preceding 
day on which there was trading); (ii) if the Shares are not 
listed on a registered securities exchange or traded on the 
NASDAQ National Market System but the bid and asked prices per 
share for the Shares are provided by NASDAQ, the National 
Quotation Bureau Incorporated or any similar organization, the 
average of the closing bid and asked price per share of the 
Shares on such date (or, if there was no trading in the Shares 
on such date, on the next preceding day on which there was 
trading) as provided by such organization; and (iii) if the 
Shares are not listed on a registered securities exchange or 
traded on the NASDAQ National Market System and the bid and 
asked prices per share of the Shares are not provided by 
NASDAQ, the National Quotation Bureau Incorporated or any 
similar organization, as determined by the Administrative Body 
in good faith.

					-13-

		6.	Term of Option.
		(a) 	Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in 
determining the period during which, the rate at which and the 
terms and conditions upon which any option granted hereunder 
may be exercised, and whether any option exercisable in 
installments is to be exercisable on a cumulative or non-
cumulative basis; provided, however, that no option granted 
hereunder shall be exercisable for a period exceeding ten (10) 
years from the Date of Grant. 
		(b) 	The grant of options by the Administrative 
Body shall be effective as of the date on which the 
Administrative Body shall authorize the option; provided, 
however, that no option granted hereunder shall be exercisable 
unless and until the holder shall enter into an individual 
option agreement with the Company that shall set forth the 
terms and conditions of such option.  Each such agreement 
shall expressly incorporate by reference the provisions of 
this Plan (a copy of which shall be made available for 
inspection by the optionee during normal business hours at the 

					-14-

principal office of the Company), and shall state that in the 
event of any inconsistency between the provisions hereof and 
the provisions of such agreement, the provisions of this Plan 
shall govern.
		7.	Exercise of Options.  An option shall be 
exercised when written notice of such exercise, signed by the 
person entitled to exercise the option, has been delivered or 
transmitted by registered or certified mail to the Secretary 
of the Company at its then principal office.  Said notice 
shall specify the number of Shares for which the option is 
being exercised and shall be accompanied by (i) such 
documentation, if any, as may be required by the Company as 
provided in subparagraph 11(b), and (ii) payment of the 
aggregate option price.  Such payment shall be in the form of 
(i) cash or a certified check (unless such certification is 
waived by the Company) payable to the order of the Company in 
the amount of the aggregate option price, (ii) certificates 
duly endorsed for transfer (with all transfer taxes paid or 
provided for) evidencing a number of Shares (provided, 
however, that with such Shares have been owned by the 

					-15-

Optionee for at least six months) of which the aggregate fair 
market value on the date of exercise is equal to the aggregate 
option exercise price of the Shares being purchased, (iii) by 
delivering to the Company (a) irrevocable instructions to 
deliver the stock certificates representing the Shares for 
which the option is being exercised, directly to a broker, and 
(b) instructions to the broker to sell such Shares and 
promptly deliver to the Company the portion of the sale 
proceeds equal to the aggregate option exercise price, or (iv) 
a combination of these methods of payment.  Delivery of said 
notice shall constitute an irrevocable election to purchase 
the Shares specified in said notice, and the date on which the 
Company receives the last of said notice, documentation and 
the aggregate option exercise price for all of the Shares 
covered by the notice shall, subject to the provisions of 
paragraph 11 hereof, be the date as of which the Shares so 
purchased shall be deemed to have been acquired.  The Optionee 
shall not have the right or status as a holder of the Shares 
to which such exercise relates 

					-16-

prior to receipt by the Company of the payment, notice and 
documentation expressly referred to in this paragraph 7.
		8.	Exercise and Cancellation of Options Upon  
Termination of Employment or Death.  Except as set forth 
below, if a holder shall voluntarily or involuntarily 
terminate his service as an employee of the Company or any 
subsidiary of the Company, the option of such holder shall 
terminate upon the date of such termination of employment 
regardless of the expiration date specified in such option.  
If the termination of employment is due to retirement (as 
defined by the Administrative Body in its sole discretion), 
the holder shall have the privilege of exercising any option 
that the holder could have exercised on the day upon which he 
ceased to be an employee of the Company or any subsidiary of 
the Company, provided, however, that such exercise must be 
accomplished within the term of such option and within three 
(3) months of the holder's retirement.  If the termination of 
employment is due to disability (to the extent and in a manner 
as shall be determined by the Administrative Body in its sole 

					-17-

discretion), he (or his duly appointed guardian or 
conservator) shall have the privilege of exercising any option 
that he could have exercised on the day upon which he ceased 
to be an employee of the Company or any subsidiary of the 
Company; provided, however, that such exercise must be 
accomplished within the term of such option and within one (1) 
year of the termination of his employment with the Company or 
any subsidiary of the Company.  If the termination of 
employment is due to the death of the holder, the duly 
appointed executor or administrator of his estate shall have 
the privilege at any time of exercising any option that the 
holder could have exercised on the date of his death; 
provided, however, that such exercise must be accomplished 
within the term of such option and within one (1) year of the 
holder's death.  For all purposes of the Plan, an approved 
leave of absence shall not constitute interruption or 
termination of employment.
	Nothing contained herein or in any option agreement shall 
be construed to confer on any option holder any right to be 
continued in the employ of 

				-18-

the Company or any subsidiary of the Company or derogate from 
any right of the Company or any subsidiary of the Company to 
retire, request the resignation of or discharge such option 
holder, or to lay off or require a leave of absence of such 
option holder (with or without pay), at any time, with or 
without cause.
		9.	Non-transferability of Options.  No option 
granted under the Plan shall be sold, pledged, assigned or 
transferred in any manner except to the extent that options 
may be exercised by an executor or administrator as provided 
in paragraph 8 hereof.  An option may be exercised, during the 
lifetime of the holder thereof, only by such holder or his 
duly appointed guardian or conservator in the event of his 
disability.

		10. 	Adjustments Upon Changes in Capitalization.
		(a)  If the outstanding Shares are subdivided, 
consolidated, increased, decreased, changed into, or exchanged 
for a different number or kind of shares or other securities 
of the Company 

					-19-

reclassification, capital adjustment or otherwise, or if the 
Company shall issue additional Shares as a dividend or 
pursuant to a stock split, then the number and kind of Shares 
available for issuance pursuant to the exercise of options to 
be granted under this Plan and all Shares subject to the 
unexercised portion of any option theretofore granted and the 
option price of such options shall be adjusted to prevent the 
inequitable enlargement or dilution of any rights hereunder; 
provided, however, that any such adjustment in outstanding 
options under the Plan shall be made without change in the 
aggregate exercise price applicable to the unexercised portion 
of any such outstanding option.  Distributions to the 
Company's shareholders consisting of property other than 
shares of Common Stock of the Company or its successor and 
distributions to shareholders of rights to subscribe for 
Common Stock shall not result in the adjustment of the Shares 
purchasable under outstanding options or the exercise price of 
outstanding options.  Adjustments under this paragraph shall 
be made by the Administrative Body, whose determination 
thereof 

					-20-

shall be conclusive and binding.  Any fractional Share 
resulting from adjustments pursuant to this paragraph shall be 
eliminated from any then outstanding option.  Nothing 
contained herein or in any option agreement shall be construed 
to affect in any way the right or power of the Company to make 
or become a party to any adjustments, reclassifications, 
reorganizations or changes in its capital or business 
structure or to merge, consolidate, dissolve, liquidate or 
otherwise transfer all or any part of its business or assets.
		(b) 	If, in the event of a merger or 
consolidation, the Company is not the surviving corporation, 
and in the event that the agreements governing such merger or 
consolidation do not provide for the substitution of new 
options or other rights in lieu of the options granted 
hereunder or for the express assumption of such outstanding 
options by the surviving corporation, or in the event of the 
dissolution or liquidation of the Company, the holder of any 
option theretofore granted under this Plan shall have the 
right not less than five (5) days prior to the record date for 

					-21-

the determination of shareholders entitled to participate in 
such merger, consolidation, dissolution or liquidation, to 
exercise his option, in whole or in part, without regard to 
any installment provision that may have been made part of the 
terms and conditions of such option; provided that any 
conditions precedent to such exercise set forth in any option 
agreement granted under this Plan, other than the passage of 
time, have been satisfied.  In any such event, the Company 
will mail or cause to be mailed to each holder of an option 
hereunder a notice specifying the date that is to be fixed as 
of which all holders of record of the Shares shall be entitled 
to exchange their Shares for securities, cash or other 
property issuable or deliverable pursuant to such merger, 
consolidation, dissolution or liquidation.  Such notice shall 
be mailed at least ten (10) days prior to the date therein 
specified.  In the event any then outstanding option is not 
exercised in its entirety on or prior to the date specified 
therein, all remaining outstanding options granted hereunder 
and any and all rights thereunder shall terminate as of said 
date.

					-22-

		11. 	General Restrictions.
		(a) 	No option granted hereunder shall be 
exercisable if the Company shall, at any time and in its sole 
discretion, determine that (i) the listing upon any securities 
exchange, registration or qualification under any state or 
federal law of any Shares otherwise deliverable upon such 
exercise, or (ii) the consent or approval of any regulatory 
body or the satisfaction of withholding tax or other 
withholding liabilities, is necessary or appropriate in 
connection with such exercise.  In any of such events, the 
exercisability of such options shall be suspended and shall 
not be effective unless and until such withholding, listing, 
registration, qualification or approval shall have been 
effected or obtained free of any conditions not acceptable to 
the Company in its sole discretion, notwithstanding any 
termination of any option or any portion of any option during 
the period when exercisability has been suspended.
		(b) 	The Administrative Body may require, as a 
condition to the right to exercise an option, 

					-23-

that the Company receive from the option holder, at the time 
of any such exercise, representations, warranties and 
agreements to the effect that the Shares are being purchased 
by the holder only for investment and without any present 
intention to sell or otherwise distribute such Shares and that 
the option holder will not dispose of such Shares in 
transactions which, in the opinion of counsel to the Company, 
would violate the registration provisions of the Securities 
Act of 1933, as then amended, and the rules and regulations 
thereunder and any applicable "blue sky" laws or regulations. 
 The certificates issued to evidence such Shares shall bear 
appropriate legends summarizing such restrictions on the 
disposition thereof.
		12. 	Withholding Tax Liability.
		(a)  A holder of an option granted hereunder (if 
said holder's transactions in Common Stock are not subject to 
Section 16(b) of the Exchange Act) may elect to tender shares 
to the Company in order to satisfy federal and state 
withholding tax liability (a "share withholding election"), 
provided, (i) the Administrative Body, 

					-24-

shall not have revoked its advance approval of the holder's 
share withholding election and (ii) the share withholding 
election is made on or prior to the date on which the amount 
of withholding tax liability is determined (the "Tax Date").  
		(b)  A share withholding election shall be deemed 
made when written notice of such election, signed by the 
holder, has been delivered or transmitted by registered or 
certified mail to the Secretary of the Company at its then 
principal office.  
		(c)  If a holder has made a share withholding 
election pursuant to this paragraph 12, the Company shall 
subtract from the number of Shares deliverable to the holder 
on the date of exercise, the number of Shares having an 
aggregate fair market value (as determined in good faith by 
the Administrative Body) equal to the amount of tax required 
to be withheld plus cash for any fractional amount. 
		13. 	Amendment.  The Board shall have full 
authority to amend, modify, terminate or alter the Plan; 
provided, however, that no amendment to the 

					-25-

Plan shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under such 
option.
		14. 	Termination.  Unless the Plan shall 
theretofore have been terminated as hereinafter provided, the 
Plan shall terminate on April 30, 2000 and no options under 
the Plan shall thereafter be granted, provided, however, the 
Board at any time may, in its sole discretion, terminate the 
Plan prior to the foregoing date.  No termination of the Plan 
shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under such 
option.

						-26-

EXHITIB 5.

-27-

							March 11, 1996

Symbol Technologies, Inc.
116 Wilbur Place
Bohemia, NY  11716

Dear Sirs:

		Symbol Technologies, Inc., a Delaware corporation (the "Company"), 
intends to transmit for filing with the Securities and Exchange Commission a 
registration statement under the Securities Act of 1933, as amended on Form S-
8 (the "Registration Statement") which relates to 750,000 shares (the 
"Shares") of the Company's Common Stock, par value $.01 per share, which are 
being offered pursuant to the Company's 1990 Non-Executive Stock Option Plan, 
(the "1990 Plan").  This opinion is an exhibit to the Registration Statement.

		I am Senior Vice President, General Counsel and Secretary of the 
Company.  I have acted as counsel to the Company and in such capacity have 
participated in various corporate and other proceedings taken by or on behalf 
of the Company in connection with the proposed offer and sale of the Shares 
referred to above as contemplated by the Registration Statement.  I have taken 
part in the preparation or examined copies (in each case signed, certified or 
otherwise proven to my satisfaction) of the Company's Certificate of 
Incorporation, its By-Laws as presently in effect, minutes and other 
instruments evidencing actions taken by its directors and shareholders, the 
Registration Statement and exhibits thereto and such other documents and 
instruments relating to the Company and the proposed offering as I have deemed 
necessary under the circumstances.  Insofar as this opinion relates to 
securities to be issued in the future, I have assumed that all applicable 
laws, rules and regulations in effect at that time of such issuance are the 
same as such laws, rules and regulations in effect as of the date hereof.

		I note that I am a member of the Bar of the State of New York and 
that I am not admitted to the Bar of the State of Delaware.  To the extent 
that the opinion expressed herein involves the law of Delaware, my opinion is 
based solely upon my reading of the Delaware General Corporation Law and my 
review of the Company's certified Certificate of Incorporation.

		In connection with my rendering of this opinion, I wish to note 
that, as of February 15, 1996 I and members of my immediate family and trusts 
established for their benefit own in 

							-28-

the aggregate of 11,000 shares of the Common Stock of the Company.  In 
addition, I owned options to purchase an aggregate of 147,200 shares of Common 
Stock.  I am also trustee or co-trustee of trusts which own in the aggregate 
64,600 shares of Common Stock.  I disclaim beneficial ownership of any shares 
held in these trusts.

		Based on the foregoing, it is my opinion that:

		1.	The Company has been duly incorporated under the laws of the 
State of Delaware and has an authorized capital stock consisting 
of 40,000,000 shares of Common Stock, par value $.01 per share and 
10,000,000 shares of Preferred Stock, par value $1.00 per share.

		2.	Subject to the effectiveness of the Registration Statement 
and compliance with applicable state securities laws, Shares 
issued upon the valid exercise of options issued pursuant to the 
1990 Plan, will be duly authorized, legally issued, fully paid and 
non-assessable.

		I hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and as an exhibit to a listing application or any 
other filing made by the Company under the securities or "Blue Sky" laws of 
any state.

							Very truly yours,

							S/Leonard H. Goldner
							Leonard H. Goldner
							Senior Vice President
							and General Counsel

LHG:mk
Enclosures

	-29-

EXHIBIT 23.1

-30-

INDEPENDENT AUDITORS CONSENT

We consent to the incorporation by reference in this Registration Statement of 
Symbol Technologies, Inc. and subsidiaries on Form S-8 of our report dated 
February 9, 1996 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1995.

s/Deloitte & Touche LLP
Jericho, New York
March 15, 1996

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EXHIBIT 23.2
(Included in Exhibit 5)

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