As filed with the Securities and Exchange Commission		Registration No. 33 - 
on May 6, 1997
________________________________________________________________________________

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	________

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

1990 Non-Executive Stock Option Plan, as amended
and
1997 Employee Stock Purchase Plan
	
                          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				Holtsville, 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 Each 
Class of 
Securities to 
be registered  
         




Amount to be
Registered*    
     


Proposed 
maximum 
offering price 
per share**    
            

Proposed 
maximum 
aggregate 
offering 
price**



Amount of 
registration 
fee

1990 Non-
Executive Stock 
Option Plan
Common Stock



  1,250,000



$33.06



$41,325,000



$12,523


1997 Employee 
Stock Purchase 
Plan
Common Stock
 



    250,000




$33.06




$8,265,000




$2,505

______________________________________________________________________________

									TOTAL		     $15,028


*	There are also being registered (1) such additional indeterminate number 
of shares of the Registrant's Common Stock as may be required to cover 
possible adjustments under the plan; and (2) such indeterminate amount 
of interests in the Plan that are deemed to be separate securities under 
the Securities Act of 1933.

**	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.
















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	PART I

	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

		The document(s) containing information specified by Part I of this 
Form S-8 Registration Statement (the "Registration Statement") will be or have 
been sent or given to participants in the plans listed on the cover of the 
Registration Statement (the "Plans") as specified in Rule 428(b)(1) promulgated 
by the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933, as amended (the "1933 Act").  Such document(s) are not 
being filed with the Commission but constitute (along with the documents 
incorporated by reference into the Registration Statement pursuant to Item 3 of 
Part II hereof), a prospectus that meets the requirements of Section 10(a) of 
the 1933 Act.

	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

		The following documents filed with the Commission are incorporated 
herein by reference:

		(1)	Annual Report on Form 10-K for the fiscal year ended December 
31, 1996 which is the Company's latest Annual Report on Form 10-K filed 
pursuant to Section 13(a) of 15(d) of the Securities and Exchange Act of 1934 
(the "Exchange Act") which contains certified financial statements for the 
Company's latest fiscal year for which a Form 10-K was required to have been 
filed.

		(2)	Quarterly report on Form 10-Q for the quarterly period ended 
March 31, 1997, filed pursuant to the Exchange Act.

		(3)	The description of the Company's Common Stock which is 
contained in a registration statement on Form 8-B dated November 23, 1987 filed 
under Section 12 of the Exchange Act, including any amendment or reports filed 
for the purpose of updating such information.

		All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the 
offering shall be deemed to be incorporated by reference in this Prospectus and 
to be a part hereof from the time 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 the purposes of this 
Prospectus to the extent that a statement contained herein or in any other 
subsequently filed document which also is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any such statement so 
modified or so superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Prospectus.

-3-



Item 4.	Not applicable

Item 5.	Interests of Named Experts and Counsel

		Certain legal matters related to this offering have been passed 
upon for the Company by Leonard H. Goldner, Senior Vice President, General 
Counsel and Secretary of the Company.  As of April 11, 1997 Mr. Goldner, owned 
in the aggregate 58,210 shares of Common Stock.  In addition, Mr. Goldner owns 
options to purchase an aggregate of 114,400 shares of Common Stock.  Mr. 
Goldner is also trustee or co-trustee of trusts which own in the aggregate 
64,600 shares of Common Stock.  Mr. Goldner disclaims beneficial ownership of 
any shares held by these trusts.

Item 6.	Indemnification of Directors and Officers

		The indemnification of officers and directors of the Company is 
governed by Section 145 of the General Corporation Law of the State of Delaware 
(the "DGCL").  Among other matters, the DGCL permits indemnification of a 
director, officer, employee or agent in civil, criminal, administrative or 
investigative actions, suits or proceedings (other than any action by or in the 
right of the corporation) to which such person is a party or is threatened to 
be made a party by reason of the fact of such relationship with the corporation 
or the fact that such person is or was serving in a similar capacity with 
another entity at the request of the corporation against expenses (including 
attorney's fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him if such person acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interest of the 
corporation, and, with respect to any criminal action or proceeding, if he had 
no reasonable cause to believe his conduct was unlawful.  Indemnification in a 
suit by or in the right of the corporation is permitted if such person acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, but no indemnification may be made in 
such suit to any person adjudged to be liable to the corporation unless and 
only to the extent that the Delaware Court of Chancery or the court in which 
the action was brought determines that, despite the adjudication of liability, 
such person is under all circumstances, fairly and reasonably entitled to 
indemnity for such expenses which such court shall deem proper.  Under the 
DGCL, to the extent that a director, officer, employee or agent is successful, 
on the merits or otherwise, in the defense of any action, suit or proceeding or 
any claim, issue or matter therein (whether or not the suit is brought by or in 
the right of the corporation), he shall be indemnified against expenses 
(including attorney's fees) actually and reasonably incurred by him.  In all 
cases in which indemnification is permitted (unless ordered by a court), it may 
be made by the corporation only as authorized in the specific case upon a 
determination that the applicable standard of conduct has been met by the party 
to be indemnified.  The determination must be made by a majority vote of a 
quorum consisting of the directors who were not parties to the action or, if 
such a quorum is not obtainable, or even if obtainable, if a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, or by the stockholders.  The statute authorizes the corporation to pay 

-4-


expenses incurred by an officer or director in advance of a final disposition 
of a proceeding upon receipt of an undertaking, by or on behalf of the person 
to whom the advance will be made, to repay the advance if it shall ultimately 
be determined that he was not entitled to indemnification.

		The DGCL provides that indemnification and advances of expenses 
permitted thereunder are not to be exclusive of any rights to which those 
seeking indemnification or advancement of expenses may be entitled under any 
by-law, agreement, vote of stockholders or disinterested directors, or 
otherwise.  The Company's by-laws provide that the Company shall indemnify its 
officers and directors to the fullest extent permitted by law.  Such by-law 
provisions are intended to be broader than the statutory indemnification 
provided in the DGCL.  However, the extent to which such broader 
indemnification may be permissible under Delaware law has not been established.

		The DGCL also authorizes a corporation to purchase and maintain 
liability insurance on behalf of its directors, officers, employees and agents 
regardless of whether the corporation would have the statutory power to 
indemnify such persons against the liabilities insured and the Company 
maintains such insurance.

		The Certificate of Incorporation of the Company provides that no 
director of the Company shall be personally liable to the Company or its 
shareholders for monetary damages for breach of fiduciary duty as director 
except for liability (i) for any breach of the director's duty of liability to 
the Company or its shareholders, (ii) for acts of omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
for paying a dividend or approving a stock repurchase in violation of Section 
174 of the DGCL or (iv) for any transaction from which the director derived an 
improper personal benefit.

		The Company has agreements with all directors and executive 
officers pursuant to which they are indemnified to the maximum extent allowable 
by Delaware law.

		Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers or persons 
controlling the registrant pursuant to the foregoing provisions, the registrant 
has been informed that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and is 
therefore unenforceable.

Item 7.	Not Applicable

Item 8.	Exhibits

		4.1		1990 Non-Executive Stock Option Plan, as amended

		4.2		1997 Employee Stock Purchase Plan


-5-



		5(a)		Opinion and Consent of Leonard H. Goldner

5(b)		The Company undertakes to submit the 1997 Employee 
Stock Purchase Plan, and any amendments, to the 
Internal Revenue Service in a timely manner for a 
determination letter as to its qualified status, and 
the Company will make any changes required by the IRS 
in order to qualify the 1997 Employee Stock Purchase 
Plan.

		23.1		Consent of Deloitte & Touche

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

		24		Power of Attorney of Directors and certain officers 	
						of the Company  (see page 8)


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 the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represents a fundamental change in the information set forth in the 
Registration Statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or 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) ( 230.424(b) of this chapter) if, in the aggregate, the changes in 
volume and price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" table in the 
effective registration statement;

		(iii) To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3 ( 239.13 of this chapter) or Form S-8 ( 
239.16b of this chapter) and, the information required to be included in a 

-6-


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 Exchange 
Act that are incorporated by reference in the Registration Statement.

		(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.

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

		(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the 1933 Act, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Exchange Act (and where applicable, each filing of an employee benefit plan's 
annual report pursuant to section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be deemed to be a 
new registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

		(c)	Insofar as indemnification for liabilities arising under the 
1933 Act may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the foregoing provisions, or otherwise, the registrant 
has been advised that in the opinion of the 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.



-7-


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 Township of Holtsville, State of New York, on this 5th 
day of May, 1997.

							SYMBOL TECHNOLOGIES, INC.



								By	s/Jerome Swartz               	
									Jerome Swartz
									Chairman of the Board
 





-8-





		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)		May 5, 1997
Jerome Swartz

s/Raymond R. Martino    		Director					May 5, 1997
Raymond R. Martino


s/Marvey P. Mallement   		Director					May 5, 1997
Harvey P. Mallement


s/Frederic P. Heiman    		Director					May 5, 1997
Frederic P. Heiman


s/Saul P. Steinberg     		Director					May 5, 1997
Saul P. Steinberg


s/Lowell C. Freiberg    		Director					May 5, 1997
Lowell C. Freiberg


s/George Bugliarello    		Director					May 5, 1997
George Bugliarello


s/Kenneth V. Jaeggi      	Senior Vice President			May 5, 1997
Kenneth V. Jaeggi			Finance (Chief Financial Officer)


s/Brian T. Burke         	Vice President and Controller		May 5, 1997
Brian T. Burke 			and Chief Accounting Officer



-9-





SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549


________________________________________




EXHIBITS

TO

FORM S-8






REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933

________________________________________




SYMBOL TECHNOLOGIES,INC.









-10-





	EXHIBIT INDEX

													
											Sequentially
											Numbered
Exhibit										   Page     
 

4.1		1990 Non-Executive Stock Option Plan, as amended

4.2		1997 Employee Stock Purchase Plan

5(a)		Opinion and Consent of Leonard H. Goldner

5(b)		The Company undertakes to submit the 1997 
Employee Stock Purchase Plan, and any 
amendments, to the Internal Revenue Service in 
a timely manner for a determination letter as 
to its qualified status, and the Company will 
make any changes required by the IRS in order 
to qualify the 1997 Employee Stock Purchase 
Plan.

23.1		Consent of Deloitte & Touche

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

24		Power of Attorney of Directors and certain officers 			
		of the Company  (see page 8 of Form S-8)

















-11-


















EXHIBIT 4.1











-12-


1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as of
February 10, 1997



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 6,945,216 of the 
Company's Common Stock, par value $.01 (the "Shares"), subject 
to 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 
-13-


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 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.")

-14-



		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 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 
-15-


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 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 
-16-


pursuant to the Plan shall be subject to adjustment as 
provided in paragraph 10.  For purposes of the Plan, the "fair 
market value per share" of the Shares on a given date shall 
be: (i) 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.
		6.	Term of Option.
		(a) 	Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in 
-17-


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 
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 
-18-


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 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 
-19-


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 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
-20-


 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 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 
-21-


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 through reorganization, merger, 
recapitalization, 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
-22-


 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 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
-23-


 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 
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.
-24-



		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, 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
-25-


 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, 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
-26-


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 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.
-27-

















EXHIBIT 4.2






-28-


SYMBOL TECHNOLOGIES, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Purpose.

	This 1997 Employee Stock Purchase Plan (the "Plan") is intended to 
encourage stock ownership by all eligible employees of Symbol Technologies, 
Inc. (the "Company"), a Delaware corporation, and its participating 
subsidiaries (as defined in Article 18) so that they may share in the growth 
of the Company by acquiring or increasing their proprietary interest in the 
Company.  The Plan is designed to encourage eligible employees to remain in 
the employ of the Company and its participating subsidiaries.  The Plan is 
intended to constitute an "employee stock purchase plan" within the meaning of 
Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code").

Article 2 - Administration of the Plan.

	The Plan may be administered by a committee appointed by the Board of 
Directors of the Company (the "Committee").  The Committee shall consist of 
not less than two members of the Company's Board of Directors.  The Board of 
Directors may from time to time remove members from, or add members to, the 
Committee.  Vacancies on the Committee, howsoever caused, shall be filled by 
the Board of Directors.  The Committee may select one of its members as 
Chairman, and shall hold meetings at such times and places as it may 
determine.  Acts by a majority of the Committee, or acts reduced to or 
approved in writing by a majority of the members of the Committee, shall be 
the valid acts of the Committee.

	The interpretation and construction by the Committee of any provisions 
of the Plan or of any option granted under it shall be final, unless otherwise 
determined by the Board of Directors.  The Committee may from time to time 
adopt such rules and regulations for carrying out the Plan as it may deem 
best, provided that any such rules and regulations shall be applied on a 
uniform basis to all employees under the Plan.  No member of the Board of 
Directors or the Committee shall be liable for any action or determination 
made in good faith with respect to the Plan or any option granted under it.

	In the event the Board of Directors fails to appoint or refrains from 
appointing a Committee, the Board of Directors shall have all power and 
authority to administer the Plan.  In such event, the word "Committee" 
wherever used herein shall be deemed to mean the Board of Directors.

Article 3 - Eligible Employees.

	No option may be granted to any person serving as a member of the 
Committee at the time of grant.  Subject to the foregoing limitation, all 
employees of the Company or any of its participating subsidiaries who have 
completed more than 90 days of employment with the Company or any of its 
participating subsidiaries on or before the first day of any Payment Period 

-29-


(as defined in Article 5) and whose customary employment is not less than 
twenty hours per week and more than five months in any calendar year shall be 
eligible to receive options under the Plan to purchase common stock of the 
Company, par value $.01 per share ("Common Stock"). All eligible employees 
shall have the same rights and privileges hereunder.  Persons who elect to 
enter the Plan in accordance with Article 7 and who are eligible employees on 
the first business day of any Payment Period shall receive their options as of 
such day.  Persons who elect to enter the Plan in accordance with Article 7 
and who become eligible employees after any date on which options are granted 
under the Plan shall be granted options on the first business day of the next 
succeeding Payment Period.  In no event, however, may an employee be granted 
an option if such employee, immediately after the option was granted, would be 
treated as owning stock possessing five percent (5%) or more of the total 
combined voting power or value of all classes of stock of the Company or of 
any parent corporation or subsidiary corporation, as the terms "parent 
corporation" and "subsidiary corporations" are defined in Section 424(e) and 
(f) of the Code.  For purposes of determining stock ownership under this 
paragraph, the rules of Section 424(d) of the Code shall apply, and stock 
which the employee may purchase under outstanding options shall be treated as 
stock owned by the employee.

Article 4 - Stock Subject to the Plan.

	The stock subject to the options under the Plan shall be authorized but 
unissued Common Stock or treasury shares or shares purchased in the open 
market.  The aggregate number of shares which may be issued pursuant to the 
Plan is 250,000, subject to adjustment as provided in Article 13.  If any 
option granted under the Plan shall expire or terminate for any reason without 
having been exercised in full or shall cease for any reason to be exercisable 
in whole or in part, the unpurchased shares subject thereto shall again be 
available under the Plan.

Article 5 - Payment Period and Stock Options.

	For the duration of the Plan, the Payment Period shall be defined as 
either (i) the six-month period commencing on the first day of January and 
ending on the last day of June of each calendar year, or (ii) the six-month 
period commencing on the first day of July and ending on the last day of 
December of each calendar year.  Notwithstanding the foregoing, the first 
Payment Period during which payroll deductions will be accumulated under the 
Plan shall commence on July 1, 1997 and shall end on December 31, 1997.

	On the first business day of each Payment Period, the Company will grant 
to each eligible employee who is then a participant in the Plan an option to 
purchase on the last day of such Payment Period, at the Option Price 
hereinafter provided for, a maximum of 2,500 shares, on condition that such 
employee remains eligible to participate in the Plan throughout the remainder 
of such Payment Period.  The participant shall be entitled to exercise the 
option so granted only to the extent of the participant's accumulated payroll 
deductions on the last day of such Payment Period.  If the participant's 
accumulated payroll deductions on the last day of the Payment Period would 
enable the participant to purchase more than 2,500 shares except for the 2,500 
share limitation, the excess of the amount of the accumulated payroll 
deductions over the aggregate purchase price of the 2,500 shares shall be 
promptly refunded to the participant by the Company, without interest (unless 
required by law).  The Option Price per share for each Payment Period shall be 
the lesser of (i) 85% of the fair market value of the Common Stock on the 
first business day of the Payment Period or (ii) 85% of the fair market value 
of the Common Stock on the last business day of the Payment Period, in either 
event rounded up to the nearest cent.  The foregoing limitation on the number 
of shares subject to option and the Option Price shall be subject to 
adjustment as provided in Article 13.

	For purposes of the Plan, the term "fair market value" on any date means 
(i) the closing price (on that date) of the Common Stock on the principal 
national securities exchange on which the Common Stock is traded, if the 
Common Stock is then traded on a national securities exchange; or (ii) the 
last reported sale price (on that date) of the Common Stock by NASDAQ, if the 
Common Stock is not then traded on a national securities exchange; or (iii) 
the average of the closing bid and asked prices last quoted (on that date) by 
an established quotation service for over-the-counter securities, if the 
Common Stock is not reported by NASDAQ; or (iv) if the Common Stock is not 
publicly traded, the fair market value of the Common Stock as determined by 
the Committee after taking into consideration all factors which it deems 
appropriate, including, without limitation, recent sale and offer prices of 
the Common Stock in private transactions negotiated at arm's length.          
                              

	For purposes of the Plan, the term "business day" means a day on which 
there is trading on the aforementioned national securities exchange or NASDAQ, 
whichever is applicable pursuant to the preceding paragraph; and if neither is 
applicable, a day that is not a Saturday, Sunday or legal holiday in New York.
	
	Notwithstanding any other provision herein, no employee shall be granted 
an option which permits the employee's right to purchase stock under the Plan, 
and under all other Section 423(b) employee stock purchase plans of the 
Company and any parent or subsidiary corporations, to accrue at a rate which 
exceeds $25,000 of fair market value of such stock (determined on the date or 
dates that options on such stock were granted) for each calendar year in which 
such option is outstanding at any time.  The purpose of the limitation in the 
preceding sentence is to comply with Section 423(b)(8) of the Code.  If the 
participant's accumulated payroll deductions on the last day of the Payment 
Period would otherwise enable the participant to purchase Common Stock in 
excess of the Section 423(b)(8) $25,000 limitation described in this 
paragraph, the excess of the amount of the accumulated payroll deductions over 
the aggregate purchase price of the shares actually purchased shall be 
promptly refunded to the participant by the Company, without interest (unless 
required by law).

Article 6 - Exercise of Option.

	Each eligible employee who continues to be a participant in the Plan on 
the last day of a Payment Period shall be deemed to have exercised his or her 

-30-


option on such date and shall be deemed to have purchased from the Company 
such number of shares of Common Stock reserved for the purpose of the Plan as
the participant's accumulated payroll deductions on such date will pay for at 
the Option Price, subject to the 2,500 share limit of the option and the 
Section 423(b)(8) $25,000 limitation described in Article 5. If the individual 
is not a participant on the last day of a Payment Period, then he or she shall 
not be entitled to exercise his or her option and the sum of accumulated 
payroll deductions for the Payment Period shall be promptly refunded to the 
participant, without interest (unless required by law).  

Article 7 - Authorization for Entering the Plan.

	An employee may elect to enter the Plan by filling out, signing and 
delivering to the Company's Payroll Department  an authorization in the form 
and manner satisfactory to the Company:

A) Stating the whole percentage to be deducted from the employee's pay; 
B) Authorizing the purchase of Common Stock for the employee in each 
Payment Period in accordance with the terms of the Plan; and 
C) Specifying the exact name or names in which Common Stock purchased 
for the employee is to be issued as provided under Article 12 hereof.
	
	Such authorization must be received by the Company at least thirty days 
before the first day of the next  Payment Period.

	Unless a participant files a new authorization or withdraws from the 
Plan, the deductions and purchases under the authorization the participant has 
on file under the Plan will continue from one Payment Period to succeeding 
Payment Periods as long as the Plan remains in effect.

	The Company will accumulate and hold for each participant's account the 
amounts deducted from his or her pay.  No interest will be paid on these 
amounts (unless required by law).  For purposes of the Plan, "pay" shall be 
defined as the employee's base salary.  Bonuses, commissions, overtime, shift 
differential or other sources of income shall not be considered as "pay" for 
the purposes of the Plan. 

Article 8 - Maximum Amount of Payroll Deductions.

	An employee may authorize payroll deductions in an amount (expressed as 
a whole percentage) not less than two percent (2%) but not more than ten 
percent (10%) of the employee's base salary.

Article 9 - Change in Payroll Deductions.

	Deductions may not be increased during a Payment Period.  Deductions may 
be decreased during a Payment Period, provided that an employee may not 
decrease his deductions more often than once during any Payment Period.


-31-



Article 10 - Withdrawal from the Plan.

	A participant may withdraw from the Plan (in whole but not in part) at 
any time prior to the last day of a Payment Period by delivering a withdrawal 
notice to the Company.  Upon receipt of such withdrawal notice, the amount of 
the accumulated payroll deductions for the Payment Period shall be promptly 
refunded to the participant by the Company, without interest (unless required 
by law). 

	To re-enter the Plan, an employee who has previously withdrawn must file 
a new authorization at least thirty days before the first day of the next 
Payment Period in which he or she wishes to participate.  The employee's re-
entry into the Plan becomes effective at the beginning of such Payment Period, 
provided that he or she is an eligible employee on the first business day of 
the Payment Period.

Article 11 - Establishment of Brokerage Account.

	By enrolling in the Plan, each participating employee will be deemed to 
have authorized the establishment of a brokerage account in his or her name at 
a securities brokerage firm to be approved by the Committee.  

Article 12 - Issuance of Common Stock; Fractional Shares.

	Common Stock purchased under the Plan will be held in an account in the 
name of the employee, or if such employee's authorization so specifies, in the 
name of the employee and another person of legal age as joint tenants with 
rights of survivorship, unless prohibited by state law.  Certificates will be 
issued, at the employee's request, only for whole numbers of shares.  
Fractional interests in shares will be carried forward in an employee's 
account until such time as they equal one full share, or until the termination 
of an employee's brokerage account, whereupon an amount equal to the value of 
such fractional interest shall be paid in cash to the employee. 	


Article 13 - Adjustments.

	Upon the happening of any of the following described events, a 
participant's rights under options granted under the Plan shall be adjusted as 
hereinafter provided:

A.	In the event that the shares of Common Stock shall be subdivided or 
combined into a greater or smaller number of shares or if, upon a 
reorganization, split-up, liquidation, recapitalization or the like 
of the Company, the shares of Common Stock shall be exchanged for 
other securities of the Company, each participant shall be entitled, 
subject to the conditions herein stated, to purchase such number of 
shares of Common Stock or amount of other securities of the Company 
as were exchangeable for the number of shares of Common Stock that

-33-


 such participant would have been entitled to purchase except for such 
action, and appropriate adjustments shall be made in the purchase 
price per share to reflect such subdivision, combination or 
exchange; and

B.	In the event the Company shall issue any of its shares as a stock 
dividend upon or with respect to the shares of stock of the class 
which shall at the time be subject to options hereunder, each 
participant upon exercising such an option shall be entitled to 
receive (for the purchase price paid upon such exercise) the shares 
as to which the participant is exercising his or her option and, in 
addition thereto (at no additional cost), such number of shares of 
the class or classes in which such stock dividend or dividends were 
declared or paid, and such amount of cash in lieu of fractional 
shares, as is equal to the number of shares thereof and the amount 
of cash in lieu of fractional shares, respectively, which the 
participant would have received if the participant had been the 
holder of the shares as to which the participant is exercising his 
or her option at all times between the date of the granting of such 
option and the date of its exercise.

	Upon the happening of any of the foregoing events, the class and 
aggregate number of shares set forth in Article 4 hereof which are subject to 
options which have been or may be granted under the Plan and the limitations 
set forth in the second paragraph of Article 5 shall also be appropriately 
adjusted to reflect the events specified in paragraphs A and B above.  
Notwithstanding the foregoing, any adjustments made pursuant to paragraphs A 
or B shall be made only after the Committee, based on advice of counsel for 
the Company, determines whether such adjustments would constitute a 
"modification" (as that term is defined in Section 424 of the Code).  If the 
Committee determines that such adjustments would constitute a modification, it 
may refrain from making such adjustments.

	If the Company is to be consolidated with or acquired by another entity 
in a merger, a sale of all or substantially all of the Company's assets or 
otherwise (an "Acquisition"), the Committee or the board of directors of any 
entity assuming the obligations of the Company hereunder (the "Successor 
Board") shall, with respect to options then outstanding under the Plan, either 
(i) make appropriate provision for the continuation of such options by 
arranging for the substitution on an equitable basis for the shares then 
subject to such options either (a) the consideration payable with respect to 
the outstanding shares of the Common Stock in connection with the Acquisition, 
(b) shares of stock of the successor corporation, or a parent or subsidiary of 
such corporation, or (c) such other securities as the Successor Board deems 
appropriate, the fair market value of which shall not exceed the fair market 
value of the shares of Common Stock subject to such options immediately 
preceding the Acquisition; or (ii) terminate each participant's options in 
exchange for a cash payment equal to the excess of the fair market value on 
the date of the Acquisition of the number of shares of Common Stock that the 
participant's accumulated payroll deductions as of the date of the Acquisition 
could purchase, at an option price determined with reference only to the first 
business day of the applicable Payment Period and subject to the 2,500 share
-34-


 limit and Code Section 423(b)(8) limitations on the amount of stock a 
participant would be entitled to purchase over the aggregate option price to 
such participant thereof.

	The Committee or Successor Board shall determine the adjustments to be 
made under this Article 13, and its  determination shall be conclusive.

Article 14 - No Transfer or Assignment of Employee's Rights.

	An option granted under the Plan may not be transferred or assigned, 
otherwise than by will or by the laws of descent and distribution.  Any option 
granted under the Plan may be exercised, during the participant's lifetime, 
only by the participant.

Article 15 - Termination of Employee's Rights.

	Whenever a participant ceases to be an eligible employee because of 
retirement, voluntary or involuntary termination, resignation, layoff, 
discharge, death or for any other reason, his or her rights under the Plan 
shall immediately terminate, and the Company shall promptly refund, without 
interest (unless required by law), the entire balance of his or her payroll 
deduction account under the Plan.  Notwithstanding the foregoing, eligible 
employment shall be treated as continuing intact while a participant is on 
military leave, sick leave or other bona fide leave of absence, for up to 90 
days, or, if such leave is longer than 90 days, for so long as the 
participant's right to re-employment is guaranteed either by statute or by 
written contract.  

Article 16 - Termination and Amendments to Plan.

	The Plan may be terminated at any time by the Company's Board of 
Directors but such termination shall not affect options then outstanding under 
the Plan.  If at any time shares of stock reserved for the purpose of the Plan 
remain available for purchase but not in sufficient number to satisfy all then 
unfilled purchase requirements, the available shares shall be apportioned 
among participants in proportion to the amount of payroll deductions 
accumulated on behalf of each participant that would otherwise be used to 
purchase stock, and the Plan shall terminate.  Upon such termination or any 
other termination of the Plan, all payroll deductions not used to purchase 
stock will be refunded, without interest (unless required by law).

	The Committee or the Board of Directors may from time to time adopt 
amendments to the Plan provided that, without the approval of the shareholders 
of the Company, no amendment may (i) increase the number of shares that may be 
issued under the Plan; (ii) change the class of employees eligible to receive 
options under the Plan, if such action would be treated as the adoption of a 
new plan for purposes of Code Section 423(b) and the regulations thereunder, 
or (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become 
inapplicable to the Plan.

-35-




Article 17 - Limits on Sale of Stock Purchased under the Plan.

	The Plan is intended to provide shares of Common Stock for investment 
and not for resale. The Company does not, however, intend to restrict or 
influence any employee in the conduct of his or her own affairs beyond this 
requirement, provided however that all shares acquired herein must be retained 
by the employee for at least one Payment Period following the exercise of 
options granted hereunder. Thereafter, an employee may sell common stock 
purchased under the Plan at any time the employee chooses, subject to 
compliance with any applicable federal or state securities laws and subject to 
any restrictions imposed under Article 22 to ensure that tax withholding 
obligations are satisfied.  THE EMPLOYEE ASSUMES THE RISK OF ANY AND ALL 
MARKET FLUCTUATIONS IN THE PRICE OF THE COMMON STOCK.

Article 18 - Participating Subsidiaries.

	The term "participating subsidiary" shall mean any present or future 
subsidiary of the Company, as that term is defined in Section 424(f) of the 
Code, that is designated from time to time by the Board of Directors to 
participate in the Plan.  The Board of Directors shall have the power to make 
such designation before or after the Plan is approved by the shareholders.

Article 19 - Optionees Not Shareholders.

	Neither the granting of an option to an employee nor the deductions from 
his or her pay shall constitute such employee a shareholder of the shares 
covered by an option until such shares have been actually purchased by the 
employee.
Article 20 - Application of Funds.

	Any proceeds which may be received by the Company from the sale of 
Common Stock pursuant to options granted under the Plan will be used for 
general corporate purposes.

Article 21 - Notice to Company of Disqualifying Disposition.

	By electing to participate in the Plan, each participant agrees to 
notify the Company in writing immediately after the participant transfers 
Common Stock acquired under the Plan, if such transfer occurs within two years 
after the first business day of the Payment Period in which such Common Stock 
was acquired.  Each participant further agrees to provide any information 
about such a transfer as may be requested by the Company or any subsidiary 
corporation in order to assist it in complying with the tax laws.  Such 
dispositions generally are treated as "disqualifying dispositions" under 
Sections 421 and 424 of the Code, which have certain tax consequences to 
participants and to the Company and its participating subsidiaries.


-36-



Article 22 - Withholding of Additional Income Taxes.

	By electing to participate in the Plan, each participant acknowledges 
that the Company and its participating subsidiaries are required to withhold 
taxes with respect to the amounts deducted from the participant's compensation 
and accumulated for the benefit of the participant under the Plan, and each 
participant agrees that the Company and its participating subsidiaries may 
deduct additional amounts from the participant's compensation, when amounts 
are added to the participant's account, used to purchase Common Stock or 
refunded, in order to satisfy such withholding obligations.  Each participant 
further acknowledges that when Common Stock is purchased under the Plan the 
Company and its participating subsidiaries may be required to withhold taxes 
with respect to all or a portion of the difference between the fair market 
value of the Common Stock purchased and its purchase price, and each 
participant agrees that such taxes may be withheld from compensation otherwise 
payable to such participant.  It is intended that tax withholding will be 
accomplished in such a manner that the full amount of payroll deductions 
elected by the participant under Article 7 will be used to purchase Common 
Stock.  However, if amounts sufficient to satisfy applicable tax withholding 
obligations have not been withheld from compensation otherwise payable to any 
participant, then, notwithstanding any other provision of the Plan, the 
Company may withhold such taxes from the participant's accumulated payroll 
deductions and apply the net amount to the purchase of Common Stock, unless 
the participant pays to the Company, prior to the exercise date, an amount 
sufficient to satisfy such withholding obligations.  Each participant further 
acknowledges that the Company and its participating subsidiaries may be 
required to withhold taxes in connection with the disposition of stock 
acquired under the Plan and agrees that the Company or any participating 
subsidiary may take whatever action it considers appropriate to satisfy such 
withholding requirements, including deducting from compensation otherwise 
payable to such participant an amount sufficient to satisfy such withholding 
requirements or conditioning any disposition of Common Stock by the 
participant upon the payment to the Company or such subsidiary of an amount 
sufficient to satisfy such withholding requirements.

Article 23 - Governmental Regulations.

	The Company's obligation to sell and deliver shares of Common Stock 
under the Plan is subject to the approval of any governmental authority 
required in connection with the authorization, issuance or sale of such 
shares.

	Government regulations may impose reporting or other obligations on the 
Company with respect to the Plan.  For example, the Company may be required to 
identify shares of Common Stock issued under the Plan on its stock ownership 
records and send tax information statements to employees and former employees 
who transfer title to such shares.

Article 24 - Governing Law.

	The validity and construction of the Plan shall be governed by the laws 
-37-


of the state of New York, without giving effect to the principles of conflicts 
of law thereof.

Article 25 - Approval of Board of Directors and Stockholders of the Company.

	The Plan was adopted by the Board of Directors on February 10, 1997 and 
on such date the Board of Directors resolved that the Plan was to be submitted 
to the shareholders of the Company for approval at the next meeting of 
shareholders. 





















-38-


















EXHIBIT 5(a)










-39-








							May 6, 1997





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 an aggregate of 1,500,000 
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, as amended (the "1990 Plan") and the Company's 1997 
Employee Stock Purchase Plan (the "1997 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.
		
	
-40-


Symbol Technologies, Inc.
May 6, 1997
Page -2-



	In connection with my rendering of this opinion, I wish to note that, as 
of May 1, 1997, I own in the aggregate of 58,210 shares of the Common Stock of 
the Company.  In addition, I own options to purchase an aggregate of 114,400 
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 100,000,000 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 and the 1997 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 any 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






-41-
















EXHIBIT 23.1











-42-









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 12, 1997 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1996.






/s/Deloitte & Touche LLP
Jericho, New York
May 6, 1997









-43-













EXHIBIT 23.2
(Included in Exhibit 5(a))








-44-



















EXHIBIT 24
(See Page 8 of Form S-8)














-45-

 



 

 

regist\s8plan.doc

Regist/S8PLANS.doc

regist\s8plans.doc
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 72928}]
{"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": "333-26593", "film-number": "97596866"}, "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		Registration No. 33 - 
on May 6, 1997
________________________________________________________________________________

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	________

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

1990 Non-Executive Stock Option Plan, as amended
and
1997 Employee Stock Purchase Plan
	
                          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				Holtsville, 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 Each 
Class of 
Securities to 
be registered  
         

Amount to be
Registered*    
     

Proposed 
maximum 
offering price 
per share**    
            

Proposed 
maximum 
aggregate 
offering 
price**

Amount of 
registration 
fee

1990 Non-
Executive Stock 
Option Plan
Common Stock

  1,250,000

$33.06

$41,325,000

$12,523

1997 Employee 
Stock Purchase 
Plan
Common Stock
 

    250,000

$33.06

$8,265,000

$2,505

______________________________________________________________________________

									TOTAL		     $15,028

*	There are also being registered (1) such additional indeterminate number 
of shares of the Registrant's Common Stock as may be required to cover 
possible adjustments under the plan; and (2) such indeterminate amount 
of interests in the Plan that are deemed to be separate securities under 
the Securities Act of 1933.

**	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.

-2-

	PART I

	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

		The document(s) containing information specified by Part I of this 
Form S-8 Registration Statement (the "Registration Statement") will be or have 
been sent or given to participants in the plans listed on the cover of the 
Registration Statement (the "Plans") as specified in Rule 428(b)(1) promulgated 
by the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933, as amended (the "1933 Act").  Such document(s) are not 
being filed with the Commission but constitute (along with the documents 
incorporated by reference into the Registration Statement pursuant to Item 3 of 
Part II hereof), a prospectus that meets the requirements of Section 10(a) of 
the 1933 Act.

	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

		The following documents filed with the Commission are incorporated 
herein by reference:

		(1)	Annual Report on Form 10-K for the fiscal year ended December 
31, 1996 which is the Company's latest Annual Report on Form 10-K filed 
pursuant to Section 13(a) of 15(d) of the Securities and Exchange Act of 1934 
(the "Exchange Act") which contains certified financial statements for the 
Company's latest fiscal year for which a Form 10-K was required to have been 
filed.

		(2)	Quarterly report on Form 10-Q for the quarterly period ended 
March 31, 1997, filed pursuant to the Exchange Act.

		(3)	The description of the Company's Common Stock which is 
contained in a registration statement on Form 8-B dated November 23, 1987 filed 
under Section 12 of the Exchange Act, including any amendment or reports filed 
for the purpose of updating such information.

		All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the 
offering shall be deemed to be incorporated by reference in this Prospectus and 
to be a part hereof from the time 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 the purposes of this 
Prospectus to the extent that a statement contained herein or in any other 
subsequently filed document which also is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any such statement so 
modified or so superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Prospectus.

-3-

Item 4.	Not applicable

Item 5.	Interests of Named Experts and Counsel

		Certain legal matters related to this offering have been passed 
upon for the Company by Leonard H. Goldner, Senior Vice President, General 
Counsel and Secretary of the Company.  As of April 11, 1997 Mr. Goldner, owned 
in the aggregate 58,210 shares of Common Stock.  In addition, Mr. Goldner owns 
options to purchase an aggregate of 114,400 shares of Common Stock.  Mr. 
Goldner is also trustee or co-trustee of trusts which own in the aggregate 
64,600 shares of Common Stock.  Mr. Goldner disclaims beneficial ownership of 
any shares held by these trusts.

Item 6.	Indemnification of Directors and Officers

		The indemnification of officers and directors of the Company is 
governed by Section 145 of the General Corporation Law of the State of Delaware 
(the "DGCL").  Among other matters, the DGCL permits indemnification of a 
director, officer, employee or agent in civil, criminal, administrative or 
investigative actions, suits or proceedings (other than any action by or in the 
right of the corporation) to which such person is a party or is threatened to 
be made a party by reason of the fact of such relationship with the corporation 
or the fact that such person is or was serving in a similar capacity with 
another entity at the request of the corporation against expenses (including 
attorney's fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him if such person acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interest of the 
corporation, and, with respect to any criminal action or proceeding, if he had 
no reasonable cause to believe his conduct was unlawful.  Indemnification in a 
suit by or in the right of the corporation is permitted if such person acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, but no indemnification may be made in 
such suit to any person adjudged to be liable to the corporation unless and 
only to the extent that the Delaware Court of Chancery or the court in which 
the action was brought determines that, despite the adjudication of liability, 
such person is under all circumstances, fairly and reasonably entitled to 
indemnity for such expenses which such court shall deem proper.  Under the 
DGCL, to the extent that a director, officer, employee or agent is successful, 
on the merits or otherwise, in the defense of any action, suit or proceeding or 
any claim, issue or matter therein (whether or not the suit is brought by or in 
the right of the corporation), he shall be indemnified against expenses 
(including attorney's fees) actually and reasonably incurred by him.  In all 
cases in which indemnification is permitted (unless ordered by a court), it may 
be made by the corporation only as authorized in the specific case upon a 
determination that the applicable standard of conduct has been met by the party 
to be indemnified.  The determination must be made by a majority vote of a 
quorum consisting of the directors who were not parties to the action or, if 
such a quorum is not obtainable, or even if obtainable, if a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, or by the stockholders.  The statute authorizes the corporation to pay 

-4-

expenses incurred by an officer or director in advance of a final disposition 
of a proceeding upon receipt of an undertaking, by or on behalf of the person 
to whom the advance will be made, to repay the advance if it shall ultimately 
be determined that he was not entitled to indemnification.

		The DGCL provides that indemnification and advances of expenses 
permitted thereunder are not to be exclusive of any rights to which those 
seeking indemnification or advancement of expenses may be entitled under any 
by-law, agreement, vote of stockholders or disinterested directors, or 
otherwise.  The Company's by-laws provide that the Company shall indemnify its 
officers and directors to the fullest extent permitted by law.  Such by-law 
provisions are intended to be broader than the statutory indemnification 
provided in the DGCL.  However, the extent to which such broader 
indemnification may be permissible under Delaware law has not been established.

		The DGCL also authorizes a corporation to purchase and maintain 
liability insurance on behalf of its directors, officers, employees and agents 
regardless of whether the corporation would have the statutory power to 
indemnify such persons against the liabilities insured and the Company 
maintains such insurance.

		The Certificate of Incorporation of the Company provides that no 
director of the Company shall be personally liable to the Company or its 
shareholders for monetary damages for breach of fiduciary duty as director 
except for liability (i) for any breach of the director's duty of liability to 
the Company or its shareholders, (ii) for acts of omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
for paying a dividend or approving a stock repurchase in violation of Section 
174 of the DGCL or (iv) for any transaction from which the director derived an 
improper personal benefit.

		The Company has agreements with all directors and executive 
officers pursuant to which they are indemnified to the maximum extent allowable 
by Delaware law.

		Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers or persons 
controlling the registrant pursuant to the foregoing provisions, the registrant 
has been informed that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and is 
therefore unenforceable.

Item 7.	Not Applicable

Item 8.	Exhibits

		4.1		1990 Non-Executive Stock Option Plan, as amended

		4.2		1997 Employee Stock Purchase Plan

-5-

		5(a)		Opinion and Consent of Leonard H. Goldner

5(b)		The Company undertakes to submit the 1997 Employee 
Stock Purchase Plan, and any amendments, to the 
Internal Revenue Service in a timely manner for a 
determination letter as to its qualified status, and 
the Company will make any changes required by the IRS 
in order to qualify the 1997 Employee Stock Purchase 
Plan.

		23.1		Consent of Deloitte & Touche

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

		24		Power of Attorney of Directors and certain officers 	
						of the Company  (see page 8)

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 the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represents a fundamental change in the information set forth in the 
Registration Statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or 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) ( 230.424(b) of this chapter) if, in the aggregate, the changes in 
volume and price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" table in the 
effective registration statement;

		(iii) To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3 ( 239.13 of this chapter) or Form S-8 ( 
239.16b of this chapter) and, the information required to be included in a 

-6-

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 Exchange 
Act that are incorporated by reference in the Registration Statement.

		(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.

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

		(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the 1933 Act, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Exchange Act (and where applicable, each filing of an employee benefit plan's 
annual report pursuant to section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be deemed to be a 
new registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

		(c)	Insofar as indemnification for liabilities arising under the 
1933 Act may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the foregoing provisions, or otherwise, the registrant 
has been advised that in the opinion of the 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.

-7-

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 Township of Holtsville, State of New York, on this 5th 
day of May, 1997.

							SYMBOL TECHNOLOGIES, INC.

								By	s/Jerome Swartz               	
									Jerome Swartz
									Chairman of the Board
 

-8-

		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)		May 5, 1997
Jerome Swartz

s/Raymond R. Martino    		Director					May 5, 1997
Raymond R. Martino

s/Marvey P. Mallement   		Director					May 5, 1997
Harvey P. Mallement

s/Frederic P. Heiman    		Director					May 5, 1997
Frederic P. Heiman

s/Saul P. Steinberg     		Director					May 5, 1997
Saul P. Steinberg

s/Lowell C. Freiberg    		Director					May 5, 1997
Lowell C. Freiberg

s/George Bugliarello    		Director					May 5, 1997
George Bugliarello

s/Kenneth V. Jaeggi      	Senior Vice President			May 5, 1997
Kenneth V. Jaeggi			Finance (Chief Financial Officer)

s/Brian T. Burke         	Vice President and Controller		May 5, 1997
Brian T. Burke 			and Chief Accounting Officer

-9-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

________________________________________

EXHIBITS

TO

FORM S-8

REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933

________________________________________

SYMBOL TECHNOLOGIES,INC.

-10-

	EXHIBIT INDEX

													
											Sequentially
											Numbered
Exhibit										   Page     
 

4.1		1990 Non-Executive Stock Option Plan, as amended

4.2		1997 Employee Stock Purchase Plan

5(a)		Opinion and Consent of Leonard H. Goldner

5(b)		The Company undertakes to submit the 1997 
Employee Stock Purchase Plan, and any 
amendments, to the Internal Revenue Service in 
a timely manner for a determination letter as 
to its qualified status, and the Company will 
make any changes required by the IRS in order 
to qualify the 1997 Employee Stock Purchase 
Plan.

23.1		Consent of Deloitte & Touche

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

24		Power of Attorney of Directors and certain officers 			
		of the Company  (see page 8 of Form S-8)

-11-

EXHIBIT 4.1

-12-

1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as of
February 10, 1997

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 6,945,216 of the 
Company's Common Stock, par value $.01 (the "Shares"), subject 
to 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 
-13-

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 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.")

-14-

		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 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 
-15-

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 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 
-16-

pursuant to the Plan shall be subject to adjustment as 
provided in paragraph 10.  For purposes of the Plan, the "fair 
market value per share" of the Shares on a given date shall 
be: (i) 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.
		6.	Term of Option.
		(a) 	Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in 
-17-

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 
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 
-18-

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 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 
-19-

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 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
-20-

 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 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 
-21-

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 through reorganization, merger, 
recapitalization, 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
-22-

 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 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
-23-

 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 
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.
-24-

		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, 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
-25-

 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, 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
-26-

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 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.
-27-

EXHIBIT 4.2

-28-

SYMBOL TECHNOLOGIES, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Purpose.

	This 1997 Employee Stock Purchase Plan (the "Plan") is intended to 
encourage stock ownership by all eligible employees of Symbol Technologies, 
Inc. (the "Company"), a Delaware corporation, and its participating 
subsidiaries (as defined in Article 18) so that they may share in the growth 
of the Company by acquiring or increasing their proprietary interest in the 
Company.  The Plan is designed to encourage eligible employees to remain in 
the employ of the Company and its participating subsidiaries.  The Plan is 
intended to constitute an "employee stock purchase plan" within the meaning of 
Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code").

Article 2 - Administration of the Plan.

	The Plan may be administered by a committee appointed by the Board of 
Directors of the Company (the "Committee").  The Committee shall consist of 
not less than two members of the Company's Board of Directors.  The Board of 
Directors may from time to time remove members from, or add members to, the 
Committee.  Vacancies on the Committee, howsoever caused, shall be filled by 
the Board of Directors.  The Committee may select one of its members as 
Chairman, and shall hold meetings at such times and places as it may 
determine.  Acts by a majority of the Committee, or acts reduced to or 
approved in writing by a majority of the members of the Committee, shall be 
the valid acts of the Committee.

	The interpretation and construction by the Committee of any provisions 
of the Plan or of any option granted under it shall be final, unless otherwise 
determined by the Board of Directors.  The Committee may from time to time 
adopt such rules and regulations for carrying out the Plan as it may deem 
best, provided that any such rules and regulations shall be applied on a 
uniform basis to all employees under the Plan.  No member of the Board of 
Directors or the Committee shall be liable for any action or determination 
made in good faith with respect to the Plan or any option granted under it.

	In the event the Board of Directors fails to appoint or refrains from 
appointing a Committee, the Board of Directors shall have all power and 
authority to administer the Plan.  In such event, the word "Committee" 
wherever used herein shall be deemed to mean the Board of Directors.

Article 3 - Eligible Employees.

	No option may be granted to any person serving as a member of the 
Committee at the time of grant.  Subject to the foregoing limitation, all 
employees of the Company or any of its participating subsidiaries who have 
completed more than 90 days of employment with the Company or any of its 
participating subsidiaries on or before the first day of any Payment Period 

-29-

(as defined in Article 5) and whose customary employment is not less than 
twenty hours per week and more than five months in any calendar year shall be 
eligible to receive options under the Plan to purchase common stock of the 
Company, par value $.01 per share ("Common Stock"). All eligible employees 
shall have the same rights and privileges hereunder.  Persons who elect to 
enter the Plan in accordance with Article 7 and who are eligible employees on 
the first business day of any Payment Period shall receive their options as of 
such day.  Persons who elect to enter the Plan in accordance with Article 7 
and who become eligible employees after any date on which options are granted 
under the Plan shall be granted options on the first business day of the next 
succeeding Payment Period.  In no event, however, may an employee be granted 
an option if such employee, immediately after the option was granted, would be 
treated as owning stock possessing five percent (5%) or more of the total 
combined voting power or value of all classes of stock of the Company or of 
any parent corporation or subsidiary corporation, as the terms "parent 
corporation" and "subsidiary corporations" are defined in Section 424(e) and 
(f) of the Code.  For purposes of determining stock ownership under this 
paragraph, the rules of Section 424(d) of the Code shall apply, and stock 
which the employee may purchase under outstanding options shall be treated as 
stock owned by the employee.

Article 4 - Stock Subject to the Plan.

	The stock subject to the options under the Plan shall be authorized but 
unissued Common Stock or treasury shares or shares purchased in the open 
market.  The aggregate number of shares which may be issued pursuant to the 
Plan is 250,000, subject to adjustment as provided in Article 13.  If any 
option granted under the Plan shall expire or terminate for any reason without 
having been exercised in full or shall cease for any reason to be exercisable 
in whole or in part, the unpurchased shares subject thereto shall again be 
available under the Plan.

Article 5 - Payment Period and Stock Options.

	For the duration of the Plan, the Payment Period shall be defined as 
either (i) the six-month period commencing on the first day of January and 
ending on the last day of June of each calendar year, or (ii) the six-month 
period commencing on the first day of July and ending on the last day of 
December of each calendar year.  Notwithstanding the foregoing, the first 
Payment Period during which payroll deductions will be accumulated under the 
Plan shall commence on July 1, 1997 and shall end on December 31, 1997.

	On the first business day of each Payment Period, the Company will grant 
to each eligible employee who is then a participant in the Plan an option to 
purchase on the last day of such Payment Period, at the Option Price 
hereinafter provided for, a maximum of 2,500 shares, on condition that such 
employee remains eligible to participate in the Plan throughout the remainder 
of such Payment Period.  The participant shall be entitled to exercise the 
option so granted only to the extent of the participant's accumulated payroll 
deductions on the last day of such Payment Period.  If the participant's 
accumulated payroll deductions on the last day of the Payment Period would 
enable the participant to purchase more than 2,500 shares except for the 2,500 
share limitation, the excess of the amount of the accumulated payroll 
deductions over the aggregate purchase price of the 2,500 shares shall be 
promptly refunded to the participant by the Company, without interest (unless 
required by law).  The Option Price per share for each Payment Period shall be 
the lesser of (i) 85% of the fair market value of the Common Stock on the 
first business day of the Payment Period or (ii) 85% of the fair market value 
of the Common Stock on the last business day of the Payment Period, in either 
event rounded up to the nearest cent.  The foregoing limitation on the number 
of shares subject to option and the Option Price shall be subject to 
adjustment as provided in Article 13.

	For purposes of the Plan, the term "fair market value" on any date means 
(i) the closing price (on that date) of the Common Stock on the principal 
national securities exchange on which the Common Stock is traded, if the 
Common Stock is then traded on a national securities exchange; or (ii) the 
last reported sale price (on that date) of the Common Stock by NASDAQ, if the 
Common Stock is not then traded on a national securities exchange; or (iii) 
the average of the closing bid and asked prices last quoted (on that date) by 
an established quotation service for over-the-counter securities, if the 
Common Stock is not reported by NASDAQ; or (iv) if the Common Stock is not 
publicly traded, the fair market value of the Common Stock as determined by 
the Committee after taking into consideration all factors which it deems 
appropriate, including, without limitation, recent sale and offer prices of 
the Common Stock in private transactions negotiated at arm's length.          
                              

	For purposes of the Plan, the term "business day" means a day on which 
there is trading on the aforementioned national securities exchange or NASDAQ, 
whichever is applicable pursuant to the preceding paragraph; and if neither is 
applicable, a day that is not a Saturday, Sunday or legal holiday in New York.
	
	Notwithstanding any other provision herein, no employee shall be granted 
an option which permits the employee's right to purchase stock under the Plan, 
and under all other Section 423(b) employee stock purchase plans of the 
Company and any parent or subsidiary corporations, to accrue at a rate which 
exceeds $25,000 of fair market value of such stock (determined on the date or 
dates that options on such stock were granted) for each calendar year in which 
such option is outstanding at any time.  The purpose of the limitation in the 
preceding sentence is to comply with Section 423(b)(8) of the Code.  If the 
participant's accumulated payroll deductions on the last day of the Payment 
Period would otherwise enable the participant to purchase Common Stock in 
excess of the Section 423(b)(8) $25,000 limitation described in this 
paragraph, the excess of the amount of the accumulated payroll deductions over 
the aggregate purchase price of the shares actually purchased shall be 
promptly refunded to the participant by the Company, without interest (unless 
required by law).

Article 6 - Exercise of Option.

	Each eligible employee who continues to be a participant in the Plan on 
the last day of a Payment Period shall be deemed to have exercised his or her 

-30-

option on such date and shall be deemed to have purchased from the Company 
such number of shares of Common Stock reserved for the purpose of the Plan as
the participant's accumulated payroll deductions on such date will pay for at 
the Option Price, subject to the 2,500 share limit of the option and the 
Section 423(b)(8) $25,000 limitation described in Article 5. If the individual 
is not a participant on the last day of a Payment Period, then he or she shall 
not be entitled to exercise his or her option and the sum of accumulated 
payroll deductions for the Payment Period shall be promptly refunded to the 
participant, without interest (unless required by law).  

Article 7 - Authorization for Entering the Plan.

	An employee may elect to enter the Plan by filling out, signing and 
delivering to the Company's Payroll Department  an authorization in the form 
and manner satisfactory to the Company:

A) Stating the whole percentage to be deducted from the employee's pay; 
B) Authorizing the purchase of Common Stock for the employee in each 
Payment Period in accordance with the terms of the Plan; and 
C) Specifying the exact name or names in which Common Stock purchased 
for the employee is to be issued as provided under Article 12 hereof.
	
	Such authorization must be received by the Company at least thirty days 
before the first day of the next  Payment Period.

	Unless a participant files a new authorization or withdraws from the 
Plan, the deductions and purchases under the authorization the participant has 
on file under the Plan will continue from one Payment Period to succeeding 
Payment Periods as long as the Plan remains in effect.

	The Company will accumulate and hold for each participant's account the 
amounts deducted from his or her pay.  No interest will be paid on these 
amounts (unless required by law).  For purposes of the Plan, "pay" shall be 
defined as the employee's base salary.  Bonuses, commissions, overtime, shift 
differential or other sources of income shall not be considered as "pay" for 
the purposes of the Plan. 

Article 8 - Maximum Amount of Payroll Deductions.

	An employee may authorize payroll deductions in an amount (expressed as 
a whole percentage) not less than two percent (2%) but not more than ten 
percent (10%) of the employee's base salary.

Article 9 - Change in Payroll Deductions.

	Deductions may not be increased during a Payment Period.  Deductions may 
be decreased during a Payment Period, provided that an employee may not 
decrease his deductions more often than once during any Payment Period.

-31-

Article 10 - Withdrawal from the Plan.

	A participant may withdraw from the Plan (in whole but not in part) at 
any time prior to the last day of a Payment Period by delivering a withdrawal 
notice to the Company.  Upon receipt of such withdrawal notice, the amount of 
the accumulated payroll deductions for the Payment Period shall be promptly 
refunded to the participant by the Company, without interest (unless required 
by law). 

	To re-enter the Plan, an employee who has previously withdrawn must file 
a new authorization at least thirty days before the first day of the next 
Payment Period in which he or she wishes to participate.  The employee's re-
entry into the Plan becomes effective at the beginning of such Payment Period, 
provided that he or she is an eligible employee on the first business day of 
the Payment Period.

Article 11 - Establishment of Brokerage Account.

	By enrolling in the Plan, each participating employee will be deemed to 
have authorized the establishment of a brokerage account in his or her name at 
a securities brokerage firm to be approved by the Committee.  

Article 12 - Issuance of Common Stock; Fractional Shares.

	Common Stock purchased under the Plan will be held in an account in the 
name of the employee, or if such employee's authorization so specifies, in the 
name of the employee and another person of legal age as joint tenants with 
rights of survivorship, unless prohibited by state law.  Certificates will be 
issued, at the employee's request, only for whole numbers of shares.  
Fractional interests in shares will be carried forward in an employee's 
account until such time as they equal one full share, or until the termination 
of an employee's brokerage account, whereupon an amount equal to the value of 
such fractional interest shall be paid in cash to the employee. 	

Article 13 - Adjustments.

	Upon the happening of any of the following described events, a 
participant's rights under options granted under the Plan shall be adjusted as 
hereinafter provided:

A.	In the event that the shares of Common Stock shall be subdivided or 
combined into a greater or smaller number of shares or if, upon a 
reorganization, split-up, liquidation, recapitalization or the like 
of the Company, the shares of Common Stock shall be exchanged for 
other securities of the Company, each participant shall be entitled, 
subject to the conditions herein stated, to purchase such number of 
shares of Common Stock or amount of other securities of the Company 
as were exchangeable for the number of shares of Common Stock that

-33-

 such participant would have been entitled to purchase except for such 
action, and appropriate adjustments shall be made in the purchase 
price per share to reflect such subdivision, combination or 
exchange; and

B.	In the event the Company shall issue any of its shares as a stock 
dividend upon or with respect to the shares of stock of the class 
which shall at the time be subject to options hereunder, each 
participant upon exercising such an option shall be entitled to 
receive (for the purchase price paid upon such exercise) the shares 
as to which the participant is exercising his or her option and, in 
addition thereto (at no additional cost), such number of shares of 
the class or classes in which such stock dividend or dividends were 
declared or paid, and such amount of cash in lieu of fractional 
shares, as is equal to the number of shares thereof and the amount 
of cash in lieu of fractional shares, respectively, which the 
participant would have received if the participant had been the 
holder of the shares as to which the participant is exercising his 
or her option at all times between the date of the granting of such 
option and the date of its exercise.

	Upon the happening of any of the foregoing events, the class and 
aggregate number of shares set forth in Article 4 hereof which are subject to 
options which have been or may be granted under the Plan and the limitations 
set forth in the second paragraph of Article 5 shall also be appropriately 
adjusted to reflect the events specified in paragraphs A and B above.  
Notwithstanding the foregoing, any adjustments made pursuant to paragraphs A 
or B shall be made only after the Committee, based on advice of counsel for 
the Company, determines whether such adjustments would constitute a 
"modification" (as that term is defined in Section 424 of the Code).  If the 
Committee determines that such adjustments would constitute a modification, it 
may refrain from making such adjustments.

	If the Company is to be consolidated with or acquired by another entity 
in a merger, a sale of all or substantially all of the Company's assets or 
otherwise (an "Acquisition"), the Committee or the board of directors of any 
entity assuming the obligations of the Company hereunder (the "Successor 
Board") shall, with respect to options then outstanding under the Plan, either 
(i) make appropriate provision for the continuation of such options by 
arranging for the substitution on an equitable basis for the shares then 
subject to such options either (a) the consideration payable with respect to 
the outstanding shares of the Common Stock in connection with the Acquisition, 
(b) shares of stock of the successor corporation, or a parent or subsidiary of 
such corporation, or (c) such other securities as the Successor Board deems 
appropriate, the fair market value of which shall not exceed the fair market 
value of the shares of Common Stock subject to such options immediately 
preceding the Acquisition; or (ii) terminate each participant's options in 
exchange for a cash payment equal to the excess of the fair market value on 
the date of the Acquisition of the number of shares of Common Stock that the 
participant's accumulated payroll deductions as of the date of the Acquisition 
could purchase, at an option price determined with reference only to the first 
business day of the applicable Payment Period and subject to the 2,500 share
-34-

 limit and Code Section 423(b)(8) limitations on the amount of stock a 
participant would be entitled to purchase over the aggregate option price to 
such participant thereof.

	The Committee or Successor Board shall determine the adjustments to be 
made under this Article 13, and its  determination shall be conclusive.

Article 14 - No Transfer or Assignment of Employee's Rights.

	An option granted under the Plan may not be transferred or assigned, 
otherwise than by will or by the laws of descent and distribution.  Any option 
granted under the Plan may be exercised, during the participant's lifetime, 
only by the participant.

Article 15 - Termination of Employee's Rights.

	Whenever a participant ceases to be an eligible employee because of 
retirement, voluntary or involuntary termination, resignation, layoff, 
discharge, death or for any other reason, his or her rights under the Plan 
shall immediately terminate, and the Company shall promptly refund, without 
interest (unless required by law), the entire balance of his or her payroll 
deduction account under the Plan.  Notwithstanding the foregoing, eligible 
employment shall be treated as continuing intact while a participant is on 
military leave, sick leave or other bona fide leave of absence, for up to 90 
days, or, if such leave is longer than 90 days, for so long as the 
participant's right to re-employment is guaranteed either by statute or by 
written contract.  

Article 16 - Termination and Amendments to Plan.

	The Plan may be terminated at any time by the Company's Board of 
Directors but such termination shall not affect options then outstanding under 
the Plan.  If at any time shares of stock reserved for the purpose of the Plan 
remain available for purchase but not in sufficient number to satisfy all then 
unfilled purchase requirements, the available shares shall be apportioned 
among participants in proportion to the amount of payroll deductions 
accumulated on behalf of each participant that would otherwise be used to 
purchase stock, and the Plan shall terminate.  Upon such termination or any 
other termination of the Plan, all payroll deductions not used to purchase 
stock will be refunded, without interest (unless required by law).

	The Committee or the Board of Directors may from time to time adopt 
amendments to the Plan provided that, without the approval of the shareholders 
of the Company, no amendment may (i) increase the number of shares that may be 
issued under the Plan; (ii) change the class of employees eligible to receive 
options under the Plan, if such action would be treated as the adoption of a 
new plan for purposes of Code Section 423(b) and the regulations thereunder, 
or (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become 
inapplicable to the Plan.

-35-

Article 17 - Limits on Sale of Stock Purchased under the Plan.

	The Plan is intended to provide shares of Common Stock for investment 
and not for resale. The Company does not, however, intend to restrict or 
influence any employee in the conduct of his or her own affairs beyond this 
requirement, provided however that all shares acquired herein must be retained 
by the employee for at least one Payment Period following the exercise of 
options granted hereunder. Thereafter, an employee may sell common stock 
purchased under the Plan at any time the employee chooses, subject to 
compliance with any applicable federal or state securities laws and subject to 
any restrictions imposed under Article 22 to ensure that tax withholding 
obligations are satisfied.  THE EMPLOYEE ASSUMES THE RISK OF ANY AND ALL 
MARKET FLUCTUATIONS IN THE PRICE OF THE COMMON STOCK.

Article 18 - Participating Subsidiaries.

	The term "participating subsidiary" shall mean any present or future 
subsidiary of the Company, as that term is defined in Section 424(f) of the 
Code, that is designated from time to time by the Board of Directors to 
participate in the Plan.  The Board of Directors shall have the power to make 
such designation before or after the Plan is approved by the shareholders.

Article 19 - Optionees Not Shareholders.

	Neither the granting of an option to an employee nor the deductions from 
his or her pay shall constitute such employee a shareholder of the shares 
covered by an option until such shares have been actually purchased by the 
employee.
Article 20 - Application of Funds.

	Any proceeds which may be received by the Company from the sale of 
Common Stock pursuant to options granted under the Plan will be used for 
general corporate purposes.

Article 21 - Notice to Company of Disqualifying Disposition.

	By electing to participate in the Plan, each participant agrees to 
notify the Company in writing immediately after the participant transfers 
Common Stock acquired under the Plan, if such transfer occurs within two years 
after the first business day of the Payment Period in which such Common Stock 
was acquired.  Each participant further agrees to provide any information 
about such a transfer as may be requested by the Company or any subsidiary 
corporation in order to assist it in complying with the tax laws.  Such 
dispositions generally are treated as "disqualifying dispositions" under 
Sections 421 and 424 of the Code, which have certain tax consequences to 
participants and to the Company and its participating subsidiaries.

-36-

Article 22 - Withholding of Additional Income Taxes.

	By electing to participate in the Plan, each participant acknowledges 
that the Company and its participating subsidiaries are required to withhold 
taxes with respect to the amounts deducted from the participant's compensation 
and accumulated for the benefit of the participant under the Plan, and each 
participant agrees that the Company and its participating subsidiaries may 
deduct additional amounts from the participant's compensation, when amounts 
are added to the participant's account, used to purchase Common Stock or 
refunded, in order to satisfy such withholding obligations.  Each participant 
further acknowledges that when Common Stock is purchased under the Plan the 
Company and its participating subsidiaries may be required to withhold taxes 
with respect to all or a portion of the difference between the fair market 
value of the Common Stock purchased and its purchase price, and each 
participant agrees that such taxes may be withheld from compensation otherwise 
payable to such participant.  It is intended that tax withholding will be 
accomplished in such a manner that the full amount of payroll deductions 
elected by the participant under Article 7 will be used to purchase Common 
Stock.  However, if amounts sufficient to satisfy applicable tax withholding 
obligations have not been withheld from compensation otherwise payable to any 
participant, then, notwithstanding any other provision of the Plan, the 
Company may withhold such taxes from the participant's accumulated payroll 
deductions and apply the net amount to the purchase of Common Stock, unless 
the participant pays to the Company, prior to the exercise date, an amount 
sufficient to satisfy such withholding obligations.  Each participant further 
acknowledges that the Company and its participating subsidiaries may be 
required to withhold taxes in connection with the disposition of stock 
acquired under the Plan and agrees that the Company or any participating 
subsidiary may take whatever action it considers appropriate to satisfy such 
withholding requirements, including deducting from compensation otherwise 
payable to such participant an amount sufficient to satisfy such withholding 
requirements or conditioning any disposition of Common Stock by the 
participant upon the payment to the Company or such subsidiary of an amount 
sufficient to satisfy such withholding requirements.

Article 23 - Governmental Regulations.

	The Company's obligation to sell and deliver shares of Common Stock 
under the Plan is subject to the approval of any governmental authority 
required in connection with the authorization, issuance or sale of such 
shares.

	Government regulations may impose reporting or other obligations on the 
Company with respect to the Plan.  For example, the Company may be required to 
identify shares of Common Stock issued under the Plan on its stock ownership 
records and send tax information statements to employees and former employees 
who transfer title to such shares.

Article 24 - Governing Law.

	The validity and construction of the Plan shall be governed by the laws 
-37-

of the state of New York, without giving effect to the principles of conflicts 
of law thereof.

Article 25 - Approval of Board of Directors and Stockholders of the Company.

	The Plan was adopted by the Board of Directors on February 10, 1997 and 
on such date the Board of Directors resolved that the Plan was to be submitted 
to the shareholders of the Company for approval at the next meeting of 
shareholders. 

-38-

EXHIBIT 5(a)

-39-

							May 6, 1997

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 an aggregate of 1,500,000 
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, as amended (the "1990 Plan") and the Company's 1997 
Employee Stock Purchase Plan (the "1997 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.
		
	
-40-

Symbol Technologies, Inc.
May 6, 1997
Page -2-

	In connection with my rendering of this opinion, I wish to note that, as 
of May 1, 1997, I own in the aggregate of 58,210 shares of the Common Stock of 
the Company.  In addition, I own options to purchase an aggregate of 114,400 
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 100,000,000 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 and the 1997 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 any 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

-41-

EXHIBIT 23.1

-42-

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 12, 1997 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1996.

/s/Deloitte & Touche LLP
Jericho, New York
May 6, 1997

-43-

EXHIBIT 23.2
(Included in Exhibit 5(a))

-44-

EXHIBIT 24
(See Page 8 of Form S-8)

-45-

 

 

 

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