As filed with the Securities and Exchange Commission  Registration No. 33 - 
on May 14, 1999
________________________________________________________________________________

                        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
                                            and
                              1997 Employee Stock Option Plan
                                            and
                                  1999 Directors' Warrants

                                  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,                                            Holtsville,
New York 11742-1300                                    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)



                     CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                                    Proposed
Title of Each                     Proposed          Maximum
Class of                          maximum           aggregate      Amount of
Securities to    Amount to be     offering price    offering       registration
Be registered    Registered*      per share**       price**        fee        

1990 Non-
Executive Stock
Option Plan
Common Stock       2,000,000          $53.75          $107,500.00   $29,885.00

1997 Employee
Stock Purchase
Plan 
Common Stock       4,500,000          $53.75         $241,875,000   $67,241.25

1999 Directors'
Warrants 
Common Stock          50,000          $53.75         $  2,687,500      $747.13
______________________________________________________________________________

                                                             TOTAL  $97,873.38

*     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 indeterminable 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.



















                                  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 plan listed on the cover of the 
Registration Statement (the "Plan") 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, 1998 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 10Q for the quarterly period ending 
March 31, 1999, 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.




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 May 10, 1999, Mr. Goldner, owned 
in the aggregate 116,972 shares of Common Stock.  In addition, Mr. Goldner owns 
options to purchase an aggregate of 249,375 shares of Common Stock (including 
options to purchase 25,000 shares held by a Trust of which Mr. Goldner is a Co-
Trustee and a beneficiary).  Mr. Goldner's wife owns 3,000 shares of the Common 
Stock of the Company and is co-trustee of a trust which owns 75,000 shares of 
Common Stock. Mr. Goldner disclaims beneficial ownership of any shares held by 
his wife or this trust.

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 
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 Option Plan, as amended

4.3         1999 Directors' Warrant Agreement

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

5(b)        The Company undertakes to submit the 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 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 
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.





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 10th 
day of May, 1999.

                                                SYMBOL TECHNOLOGIES, INC.



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







           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 10, 1999
Jerome Swartz


/s/ Raymond R. Martino        Director                            May 10, 1999
Raymond R. Martino


/s/ Harvey P. Mallement       Director                            May 10, 1999
Harvey P. Mallement


/s/ Frederic P. Heiman        Director                            May 10, 1999
Frederic P. Heiman


/s/ Saul P. Steinberg         Director                            May 10, 1999
Saul P. Steinberg


/s/ Lowell C. Freiberg        Director                            May 10, 1999
Lowell C. Freiberg


/s/ George Bugliarello        Director                            May 10, 1999
George Bugliarello


/s/ Charles B. Wang           Director                            May 10,1999
Charles B. Wang


/s/ Tomo Razmilovic           President, Chief Operating Officer  May 10, 1999
Tomo Razmilovic               and Director


/s/ Kenneth V. Jaeggi         Senior Vice President               May 10, 1999
Kenneth V. Jaeggi             Finance (Chief Financial Officer)


/s/ Brian T. Burke            Senior Vice President and 
Brian T. Burke                Controller (Chief Accounting        May 10, 1999
                              Officer)








SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549


                         __________________________________




                                       EXHIBITS

                                          TO

                                       FORM S-8






                                REGISTRATION STATEMENT

                                       UNDER 

                              THE SECURITIES ACT OF 1933

                        ________________________________________




                              SYMBOL TECHNOLOGIES,INC.














                                EXHIBIT INDEX

                                                                Sequentially
                                                                    Numbered
Exhibit                                                               Page     

4.1         1990 Non-Executive Stock Option Plan, as amended

4.2         1997 Employee Stock Option Plan, as amended

4.3         1999 Directors' Warrant Agreement

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

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





































                        EXHIBIT 4.1













1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as 
of May 10, 1999



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 8,000,000 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 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.")
     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 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 
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 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 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 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 
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 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 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 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.
    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 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 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 received by the 
Secretary of the Company.  Delivery of said notice 
shall constitute an irrevocable election to have 
shares so withheld.
    (c)   If a holder has made a share withholding 
election pursuant to this paragraph 12, the Company 
shall subtract from the number of Shares deliverable 
to the holder on the date of exercise, the number of 
Shares having an aggregate fair market value (as 
determined in good faith by the Administrative Body) 
equal to the statutory minimum amount of tax 
required to be withheld plus cash for any fractional 
amount. 
    (d)   If a holder has made a share withholding 
election, at the same time he may also elect to 
tender shares having an aggregate fair market value 
equal to his estimated incremental tax liability 
(determined using his marginal federal and state and 
local tax rates) in excess of the statutory minimum 
withholding tax liability provided that he has held 
said shares for at least six months.
    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, 2003 
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.

















EXHIBIT 4.2










                                SYMBOL TECHNOLOGIES, INC.
                      1997 EMPLOYEE STOCK OPTION PLAN
                           (as of May 10, 1999)


           1.     Purpose.  The 1997 Employee 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.  Certain of the options to be granted under the 
Plan are intended to satisfy the requirement for classification 
as "Incentive Stock Options" as defined in Section 422A of the 
Internal Revenue Code 1986, as amended (the "Code").  (An option 
granted under the Plan which is intended to satisfy the 
requirements for classification as an Incentive Stock Option 
shall be referred to herein as a "Plan Incentive Stock Option").

          2.     Amount and Source of Stock.  The total number of 
shares of Common Stock, par value $.01 per share (the "Shares"), 
of the Company which may be the subject of options granted 
pursuant to the Plan shall not exceed 4,500,000 of the Company's 
Shares subject to adjustment as provided in paragraph 10.  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 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.")

                   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.  Such 
resolutions shall also specify whether the option is or is not 
intended to qualify as a Plan Incentive Stock Option; provided, 
however, that in the event no such specification is made in such 
resolutions, the Administrative Body will be deemed to have 
specified that such option is not intended to qualify as a Plan 
Incentive Stock Option; provided further, however, that in the 
event such specification, whether explicit or implicit, is 
inconsistent with terms set forth in such resolutions for such 
option, then such specification shall be deemed of no force and 
effect, and the Administrative Body will be deemed to have made a 
specification which is consistent with such terms.  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 officers and key 
employees of the Company or subsidiaries of the Company, as 
determined by the Administrative Body, shall be eligible to 
receive options hereunder; provided, however, that no Plan 
Incentive Stock Option shall be granted hereunder to any person 
who, together with his spouse, children and trusts and custodial 
accounts for their benefit, at the time of the grant of such 
option, owns, within the meaning of Section 425(d) of the Code, 
Shares constituting more than ten percent (10%) of the total 
combined voting power of all of the outstanding stock of the 
Company (a "Ten Percent Shareholder"), unless the Plan Incentive 
Stock Option granted to the Ten Percent Shareholder satisfies the 
additional conditions for the options granted to Ten Percent 
Shareholders set forth in subparagraphs 5(a) and 6(a).  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 be 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; Maximum Grant.

        (a)      The exercise price for the Shares purchasable 
under any option granted pursuant to the Plan shall not be less 
than 100% or, in the case of a Plan Incentive Stock Option 
granted to a Ten Percent Shareholder, 110% of the fair market 
value per share of the Shares subject to option under the Plan at 
the Date of Grant, solely as determined by the Administrative 
Body in good faith.  The exercise price for options granted 
pursuant to the Plan shall be subject to adjustment as provided 
in paragraph 10.  For purposes of the Plan, the "fair market 
value per 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.

           (b)     To the extent necessary for Plan Incentive 
Stock Options to qualify as Incentive Stock Options, the 
aggregate fair market value, determined as the Date of Grant, of 
the Shares subject to options which may first become exercisable 
by an individual in any calendar year, under this Plan and all 
other stock option plans of the Company and of any parent or 
subsidiary of the Company pursuant to which Incentive Stock 
Options may be granted, shall not exceed $100,000.

           (c)     The maximum number of Shares purchasable under 
any option or options granted pursuant to the Plan to any one 
individual in any calendar year shall in no event exceed one 
percent of the then issued and outstanding shares of Common Stock 
of the Company.

           6.      Term of Option.

          (a)    Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in determining 
the period during which, the rate at which and the terms and 
conditions upon which any option granted hereunder may be 
exercised, and whether any option exercisable in installments is 
to be exercisable on a cumulative or non-cumulative basis; 
provided, however, that no option granted hereunder shall be 
exercisable for a period exceeding ten (10) years or, in the case 
of a Plan Incentive Stock Option granted to a Ten Percent 
Shareholder, five (5) years from the Date of Grant.  The 
Administrative Body may, at any time before complete termination 
of any option granted hereunder, accelerate the time or times at 
which such option may be exercised in whole or in part.

           (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 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 delivered to the Company the portion of 
the sale proceeds equal to the aggregate option exercise price, 
or (iv) a combination of these methods of payment.  Delivery of 
said notice shall constitute an irrevocable election to purchase 
the Shares specified in said notice, and the date on which the 
Company receives the last of said notice, documentation and the 
aggregate option exercise price for all of the Shares covered by 
the notice shall, subject to the provisions of paragraph 11 
hereof, be the date as of which the Shares so purchased shall be 
deemed to have been acquired.  The optionee shall not have the 
right or status as a holder of the Shares to which such exercise 
relates 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 an optionee shall voluntarily or involuntarily terminate his 
service as an employee of the Company or any subsidiary of the 
Company, any option awarded hereunder shall terminate upon the 
date of such termination of employment regardless of the 
expiration date specified in such option.  Notwithstanding the 
foregoing, an option agreement may, at the Administrative Body's 
discretion, provide that the optionee shall have the right to 
exercise an option after his employment has terminated for any 
reason whatsoever, including death, disability or retirement 
provided, however that the exercise must be accomplished within 
the term of such option.  Furthermore, all option agreements 
shall provide that if the termination of employment is due to 
retirement or disability (as defined by the Administrative Body 
in its sole discretion), the optionee (or his duly appointed 
guardian or conservator) shall have the privilege of exercising 
any option that the optionee 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 date of the termination of  the optionee's 
employment with the Company or any subsidiary of the Company.  If 
the termination of employment is due to the death of the 
optionee, the duly appointed executor or administrator of his 
estate shall have the privilege at any time of exercising any 
option that the optionee 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 
optionee'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 optionee 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 or 
discharge of such optionee, or to lay off or require a leave of 
absence of such optionee (with or without pay), at any time, with 
or without cause.

          9.      Transferability of Options.  

        (a)   Subject to the provisions of subparagraph 9(b) 
hereof, options granted under this Plan shall not be transferable 
except by will or the laws of descent and distribution.  Such 
options shall be exercisable during the optionee's lifetime only 
by the optionee (or his duly appointed guardian or conservator).

       (b)    The Administrative Body may, in its discretion, 
authorize the transfer of all or a portion of any options granted 
hereunder on terms which permit the transfer by the optionee to 
(i) the spouse, children or grandchildren of the optionee 
("Immediate Family Members"), (ii) a trust or trusts for the 
exclusive benefit of such Immediate Family Members, or (iii) a 
partnership in which such Immediate Family Members and/or the 
optionee are the only partners, provided that (a) the optionee 
shall receive the approval of the Administrative Body prior to 
such transfer, and such transfer must be limited to the persons 
or entities listed in this subparagraph 9(b), and (b) subsequent 
transfers of such transferred options shall be prohibited except 
 in accordance with this Paragraph 9.  Following any such 
transfer, such options shall continue to be subject to the same 
terms and conditions as were applicable immediately prior to 
transfer, provided that for purposes of this plan, the term 
"optionee" shall be deemed to refer to the transferor.  In the 
event of the termination of the employment of the transferor, the 
provisions provided herein shall continue to be applicable to the 
option and shall limit the ability of the transferee to exercise 
any such transferred options to the same extent they would have 
limited the optionee.

       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, re-capitalization, 
reclassification, capital adjustment or otherwise, or if the 
Company shall issue additional Shares as a dividend or pursuant 
to a stock split, then the number and kind of shares available 
for issuance pursuant to the exercise of options to be granted 
under this Plan and all Shares  subject to the unexercised 
portion of any option theretofore granted and the option price of 
such options shall be adjusted to prevent the inequitable 
enlargement or dilution of any rights hereunder; provided, 
however, that any such adjustment in outstanding options under 
the Plan shall be made without change in the aggregate exercise 
price applicable to the unexercised portion of any such 
outstanding option.  Distributions to the Company's shareholders 
consisting of property other than shares of Common Stock of the 
Company or its successor and distributions to shareholders of 
rights to subscribe for Common Stock shall not result in the 
adjustment of the Shares purchasable under outstanding options or 
the exercise price of outstanding options.  Adjustments under 
this paragraph shall be made by the Administrative Body, whose 
determination thereof 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 effect in any way the right or power of the Company 
to make or become a party to any adjustments, reclassification, 
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 substitution of new options or other rights in lieu 
of the options granted hereunder or for the express assumption of 
such outstanding options by the surviving corporation, or in the 
event of the dissolution or liquidation of the Company, the 
holder of any option theretofore granted under this Plan shall 
have the right no 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, shall 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 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.

         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 optionee, at the time of any such exercise, 
representations, warranties and agreements to the effect that the 
Shares are being purchased by the optionee without any present 
intention to sell or otherwise distribute such Shares in 
violation of the Securities Act of 1933 (the "1933 Act") and that 
the optionee will not dispose of such Shares in transactions 
which, in the opinion of counsel to the Company, would violate 
the registration provisions of the 1933 Act 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)    An optionee 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 optionee'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.  
Notwithstanding the foregoing, an optionee whose transactions in 
Common Stock are subject to Section 16(b) of the 1934 Act may 
make a share withholding election only if said elections also in 
compliance with the provisions of said Section and the rules and 
regulations promulgated thereunder.

        (b)    A share withholding election shall be deemed made 
when written notice of such election, signed by the optionee, has 
been received by the Secretary of the Company.  Delivery of said 
notice shall constitute an irrevocable election to have Shares so 
withheld. 

        (c)    Upon exercise of an option, the Company shall 
transfer the total number of Shares so exercised less the number 
of Shares deliverable, if any, in connection with the share 
withholding election (which shall be the number of Shares having 
an aggregate fair market value as provided herein equal to the 
statutory minimum amount of tax required to be withheld plus cash 
for any fractional amount.)

        (d)    If an optionee has made a share withholding 
election, at the same time he may also elect to tender Shares 
having an aggregate fair market value equal to his estimated 
incremental tax liability (determined using his marginal federal 
and state and local tax rates) in excess of the minimum statutory 
withholding tax liability provided that he has held said Shares 
for at least six months. 

       13.    Amendment.  The Board shall have full authority to 
amend the Plan; provided, however, that any amendment that (i) 
increases the number of Shares that may be the subject to stock 
options granted under the Plan, (ii) expands the class of 
individuals eligible to receive options under the Plan, (iii) 
increases the period during which options may be granted or the 
permissible term of options under the Plan, or (iv) decreases the 
minimum exercise price of such options, shall only be adopted by 
the Board subject to shareholder approval.  No amendment to the 
Plan shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under any 
option.

          14.    Termination.  Unless the Plan shall theretofore 
have been terminated as hereinafter provided, the Plan shall 
terminate on February 9, 2007 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.

         The Plan shall be submitted to the shareholders of the 
Company for approval in accordance with the applicable provisions 
of the General Corporate Law of the State of Delaware as promptly 
as practicable and in any event by February 9, 1998.  Any options 
granted hereunder prior to such shareholder approval shall not be 
exercisable unless and until such approval is obtained.  If such 
approval is not obtained by February 9, 1998, the Plan and any 
options granted hereunder shall be terminated.

































                                                                EXHIBIT 4.3














                             SYMBOL TECHNOLOGIES, INC.
                        1999 DIRECTORS' WARRANT AGREEMENT

        10,000                                                     $53.3125   
Number of Shares of Common                                     Exercise Price
Stock Subject to Warrant                                          Per Share


                                  May 10, 1999
                                 Date of Grant


1.    Symbol Technologies, Inc. (hereinafter called the "Company") hereby 
grants you, as of the date of grant specified above (hereinafter the 
"Date of Grant"), a warrant to purchase the number of shares of common 
stock (par value $.01 per share) of the Company specified above (which 
number of shares may be adjusted pursuant to Paragraph 5 below) at the 
price per share specified above, which is the closing price of the 
common stock of the Company on the New York Stock Exchange on the Date 
of Grant.  Such shares shall be made available solely from shares of 
common stock reacquired and held in the Company's treasury.

2.    Subject to the provisions of Paragraph 3 below, you may exercise this 
Warrant as follows:

      No part of this Warrant may be exercised prior to May 10, 2000.  Subject 
to Paragraph 3, this Warrant may be exercisable with respect to 25% of 
the total number of shares originally covered thereby on and after May 
10, 2000, and such percentage shall increase by 25% on each of the next 
three consecutive anniversary dates of that date.  Accordingly, on May 
10, 2003, the Warrant may be exercised in its entirety.  This Warrant 
may not be exercised for a fraction of a share of common stock of the 
Company. Delivery of any written notice of exercise of this Warrant 
shall constitute an irrevocable election to exercise the Warrant to the 
extent indicated in said notice.

3.    This Warrant may not be exercised by you unless all of the following 
conditions are met:

      (a)   Counsel for the Company must be satisfied at the time of exercise 
that the issuance of shares upon exercise will be in compliance with 
applicable federal, state, local and foreign securities laws, securities 
exchange and other applicable laws and requirements.

      (b)   At the time of exercise the full purchase price for the shares 
being acquired hereunder must be paid to the Company and such amount as 
required by Paragraph 6 below, by (i) paying in United States dollars 
by cash or check, (ii) tending shares of common stock of the Company 
owned by you for at least six months which have an aggregate fair 
market value equal to the full purchase price for the shares being 
acquired (the closing price of a share of common stock of the Company 
on the New York Stock Exchange) on the date of exercise, (iii) by 
delivery to the Company (a) irrevocable instructions to deliver the 
stock certificate representing the shares being acquired directly to a 
broker, and (b) instructions to the broker to sell such shares and 
promptly deliver to the Company the portion of the sales price equal to 
the exercise price, or (iv) a combination of these methods of payment; 
and

      (c)   You must, at all times during the period beginning with the Date 
of Grant and ending on the date of such exercise, have been a Director 
of the Company, except that if you cease to be such a Director for 
reasons other than death while holding this Warrant, and this Warrant 
has not expired and has not been fully exercised,  you may, at any time 
within ninety (90) days of the date of such cessation (but in no event 
after the expiration of ten (10) years from the Date of Grant, with due 
regard to the provisions of Paragraph 2 above, exercise this Warrant 
with respect to any of the total number of shares covered hereby as to 
which you could have exercised this Warrant on the date you ceased to 
be a Director.

4.    (a)   This Warrant is not transferable by you otherwise than by will or 
the laws of descent and distribution and is exercisable during your 
lifetime only by you.  If, at the time of your death, this Warrant has 
not been fully exercised, your executors, administrators, heirs or 
distributees, as the case  may be, may at any time within one (1) year 
after the date of your death (but in no event after the expiration of 
ten (10) years from the Date of  Grant), with due regard to the 
provisions of Paragraph 2 above, exercise this Warrant with respect to 
the number of shares as to which you could have exercised this Warrant 
at the time of your death.

     (b)   A Warrant holder shall have no rights as a shareholder with 
respect to any shares of common stock issuable pursuant to the Warrant 
until receipt by the Company of payment referred to in Paragraph 3 
hereof.  Except as provided in Paragraph 5, no adjustment shall be made 
for dividends, distributions or other rights (whether ordinary or 
extraordinary, and whether in cash, securities or other property) for 
which the record date is prior to the date of receipt of such payment. 
 Nothing contained herein shall be construed as giving any warrant 
holder any right to be retained by the Company or to continue to serve 
as a Director of the Company.

5.    In the event that the outstanding common stock of the Company shall be 
changed by reason of any stock split, stock dividend, recapitalization, 
merger, consolidation, reorganization, combination or exchange of shares 
or other similar event occurring after the Date of Grant and prior to 
its exercise in full, the number and kind of shares for which this 
Warrant may then be exercised and the exercise price per share shall be 
proportionately and appropriately adjusted automatically so as to 
reflect such change.  In computing any adjustment provided herein, any 
fractional shares shall be eliminated.

6.    It shall be a condition to the obligation of the Company to issue shares 
of common stock of the Company upon exercise of this Warrant that you 
(or any beneficiary or person entitled to act under Paragraph 4 above):

(a)   Pay to the Company, upon its demand, such amount as may be 
requested by the Company for the purpose of satisfying any 
liability to withhold federal, state, local or foreign income or 
other taxes incurred by reason of the exercise of the Warrant or 
the transfer of shares thereupon;

(b)   Execute such forms as the Board of Directors of the Company shall 
prescribe for the purpose of evidencing the exercise of the 
Warrant in whole or in part, as the case may be; and

(c)   Provide the Company with any forms, documents or other information 
reasonably required by the Company in connection with the grant 
and/or exercise.

If the foregoing requirements of this Paragraph 6 are not satisfied, the 
Company may refuse to issue shares of common stock upon exercise of the 
Warrant and all rights hereunder shall become null and void.

7.    This Agreement shall be governed and construed in accordance with the 
substantive law, but not the choice of law rules, of the State of New 
York.  The Board of Directors shall have the power to construe this 
Agreement and to determine all questions arising hereunder.  Any 
decision of the Board shall be final and conclusive.

      Please confirm your acceptance of this Grant by executing the attached 
copy of this Agreement and returning it to Leonard H. Goldner, Senior Vice 
President, General Counsel and Secretary of the Company, One Symbol Plaza, 
Holtsville, NY 11742-1300.  Such action will constitute your agreement to 
abide by all of the provisions of the Grant and the Warrant specified herein.


SYMBOL TECHNOLOGIES, INC.


By: /s/ Jerome Swartz____________           ___________________________
    JEROME SWARTZ                           Director
    Chairman of the Board of Directors























                                                                 EXHIBIT  5(A)
 


























                                                 May 13, 1999





Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, New York  11742-1300

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 6,550,000 
shares (the "Shares"), of the Company's Common Stock, par value $.01 per 
share, 2,000,000 of which are being offered pursuant to the Company's 1990 
Non-Executive Stock Option Plan, as amended (the "1990 Plan"), 4,500,000 of 
which are being offered pursuant to the Company's 1997 Employee Stock Option 
Plan, as amended (the "1997 Plan") and 50,000 of which are being offered 
pursuant to the 1999 Directors' Warrants (the "1999 Director Warrants").  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.



Symbol Technologies, Inc.
May 13, 1999
Page -2-



     In connection with my rendering of this opinion, I wish to note that, as 
of May 10, 1999, I own in the aggregate 116,972 shares of the Common Stock of 
the Company.  In addition, I own options to purchase an aggregate of 249,375 
shares of Common Stock, (including options to purchase 25,000 shares held by a 
trust of which I am a co-trustee and a beneficiary).  My wife owns 3,000 
shares of the Common Stock of the Company and is co-trustee of a trust which 
owns options to purchase 75,000 shares of Common Stock.  I disclaim beneficial 
ownership of any shares held by my wife or this trust.

     Subject to and 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 
300,000,000 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, the 1997 Plan and the 1999 Directors' Warrants, 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:lac


















                        EXHIBIT 23.1


















INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of 
Symbol Technologies, Inc. on Form S-8 of our report dated 
February 18, 1999 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1998.






/s/ DELOITTE & TOUCHE LLP            
DELOITTE & TOUCHE LLP
Jericho, New York
May 14, 1999





















                         EXHIBIT 23.2
                  (Included in Exhibit 5(a))

























                       EXHIBIT 24
                (See Page 8 of Form S-8)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 84036}]
{"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": "333-78599", "film-number": "99625434"}, "business-address": {"street1": "ONE SYMBOL PLAZA", "city": "HOLTSVILLE", "state": "NY", "zip": "11742-1300", "phone": "5165632400"}, "mail-address": {"street1": "ONE SYMBOL PLAZA", "city": "HOLTSVILLE", "state": "NY", "zip": "11742-1300"}}
As filed with the Securities and Exchange Commission  Registration No. 33 - 
on May 14, 1999
________________________________________________________________________________

                        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
                                            and
                              1997 Employee Stock Option Plan
                                            and
                                  1999 Directors' Warrants

                                  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,                                            Holtsville,
New York 11742-1300                                    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)

                     CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                                    Proposed
Title of Each                     Proposed          Maximum
Class of                          maximum           aggregate      Amount of
Securities to    Amount to be     offering price    offering       registration
Be registered    Registered*      per share**       price**        fee        

1990 Non-
Executive Stock
Option Plan
Common Stock       2,000,000          $53.75          $107,500.00   $29,885.00

1997 Employee
Stock Purchase
Plan 
Common Stock       4,500,000          $53.75         $241,875,000   $67,241.25

1999 Directors'
Warrants 
Common Stock          50,000          $53.75         $  2,687,500      $747.13
______________________________________________________________________________

                                                             TOTAL  $97,873.38

*     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 indeterminable 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.

                                  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 plan listed on the cover of the 
Registration Statement (the "Plan") 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, 1998 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 10Q for the quarterly period ending 
March 31, 1999, 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.

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 May 10, 1999, Mr. Goldner, owned 
in the aggregate 116,972 shares of Common Stock.  In addition, Mr. Goldner owns 
options to purchase an aggregate of 249,375 shares of Common Stock (including 
options to purchase 25,000 shares held by a Trust of which Mr. Goldner is a Co-
Trustee and a beneficiary).  Mr. Goldner's wife owns 3,000 shares of the Common 
Stock of the Company and is co-trustee of a trust which owns 75,000 shares of 
Common Stock. Mr. Goldner disclaims beneficial ownership of any shares held by 
his wife or this trust.

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 
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 Option Plan, as amended

4.3         1999 Directors' Warrant Agreement

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

5(b)        The Company undertakes to submit the 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 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 
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.

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 10th 
day of May, 1999.

                                                SYMBOL TECHNOLOGIES, INC.

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

           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 10, 1999
Jerome Swartz

/s/ Raymond R. Martino        Director                            May 10, 1999
Raymond R. Martino

/s/ Harvey P. Mallement       Director                            May 10, 1999
Harvey P. Mallement

/s/ Frederic P. Heiman        Director                            May 10, 1999
Frederic P. Heiman

/s/ Saul P. Steinberg         Director                            May 10, 1999
Saul P. Steinberg

/s/ Lowell C. Freiberg        Director                            May 10, 1999
Lowell C. Freiberg

/s/ George Bugliarello        Director                            May 10, 1999
George Bugliarello

/s/ Charles B. Wang           Director                            May 10,1999
Charles B. Wang

/s/ Tomo Razmilovic           President, Chief Operating Officer  May 10, 1999
Tomo Razmilovic               and Director

/s/ Kenneth V. Jaeggi         Senior Vice President               May 10, 1999
Kenneth V. Jaeggi             Finance (Chief Financial Officer)

/s/ Brian T. Burke            Senior Vice President and 
Brian T. Burke                Controller (Chief Accounting        May 10, 1999
                              Officer)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

                         __________________________________

                                       EXHIBITS

                                          TO

                                       FORM S-8

                                REGISTRATION STATEMENT

                                       UNDER 

                              THE SECURITIES ACT OF 1933

                        ________________________________________

                              SYMBOL TECHNOLOGIES,INC.

                                EXHIBIT INDEX

                                                                Sequentially
                                                                    Numbered
Exhibit                                                               Page     

4.1         1990 Non-Executive Stock Option Plan, as amended

4.2         1997 Employee Stock Option Plan, as amended

4.3         1999 Directors' Warrant Agreement

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

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

                        EXHIBIT 4.1

1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as 
of May 10, 1999

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 8,000,000 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 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.")
     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 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 
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 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 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 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 
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 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 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 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.
    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 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 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 received by the 
Secretary of the Company.  Delivery of said notice 
shall constitute an irrevocable election to have 
shares so withheld.
    (c)   If a holder has made a share withholding 
election pursuant to this paragraph 12, the Company 
shall subtract from the number of Shares deliverable 
to the holder on the date of exercise, the number of 
Shares having an aggregate fair market value (as 
determined in good faith by the Administrative Body) 
equal to the statutory minimum amount of tax 
required to be withheld plus cash for any fractional 
amount. 
    (d)   If a holder has made a share withholding 
election, at the same time he may also elect to 
tender shares having an aggregate fair market value 
equal to his estimated incremental tax liability 
(determined using his marginal federal and state and 
local tax rates) in excess of the statutory minimum 
withholding tax liability provided that he has held 
said shares for at least six months.
    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, 2003 
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.

EXHIBIT 4.2

                                SYMBOL TECHNOLOGIES, INC.
                      1997 EMPLOYEE STOCK OPTION PLAN
                           (as of May 10, 1999)

           1.     Purpose.  The 1997 Employee 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.  Certain of the options to be granted under the 
Plan are intended to satisfy the requirement for classification 
as "Incentive Stock Options" as defined in Section 422A of the 
Internal Revenue Code 1986, as amended (the "Code").  (An option 
granted under the Plan which is intended to satisfy the 
requirements for classification as an Incentive Stock Option 
shall be referred to herein as a "Plan Incentive Stock Option").

          2.     Amount and Source of Stock.  The total number of 
shares of Common Stock, par value $.01 per share (the "Shares"), 
of the Company which may be the subject of options granted 
pursuant to the Plan shall not exceed 4,500,000 of the Company's 
Shares subject to adjustment as provided in paragraph 10.  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 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.")

                   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.  Such 
resolutions shall also specify whether the option is or is not 
intended to qualify as a Plan Incentive Stock Option; provided, 
however, that in the event no such specification is made in such 
resolutions, the Administrative Body will be deemed to have 
specified that such option is not intended to qualify as a Plan 
Incentive Stock Option; provided further, however, that in the 
event such specification, whether explicit or implicit, is 
inconsistent with terms set forth in such resolutions for such 
option, then such specification shall be deemed of no force and 
effect, and the Administrative Body will be deemed to have made a 
specification which is consistent with such terms.  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 officers and key 
employees of the Company or subsidiaries of the Company, as 
determined by the Administrative Body, shall be eligible to 
receive options hereunder; provided, however, that no Plan 
Incentive Stock Option shall be granted hereunder to any person 
who, together with his spouse, children and trusts and custodial 
accounts for their benefit, at the time of the grant of such 
option, owns, within the meaning of Section 425(d) of the Code, 
Shares constituting more than ten percent (10%) of the total 
combined voting power of all of the outstanding stock of the 
Company (a "Ten Percent Shareholder"), unless the Plan Incentive 
Stock Option granted to the Ten Percent Shareholder satisfies the 
additional conditions for the options granted to Ten Percent 
Shareholders set forth in subparagraphs 5(a) and 6(a).  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 be 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; Maximum Grant.

        (a)      The exercise price for the Shares purchasable 
under any option granted pursuant to the Plan shall not be less 
than 100% or, in the case of a Plan Incentive Stock Option 
granted to a Ten Percent Shareholder, 110% of the fair market 
value per share of the Shares subject to option under the Plan at 
the Date of Grant, solely as determined by the Administrative 
Body in good faith.  The exercise price for options granted 
pursuant to the Plan shall be subject to adjustment as provided 
in paragraph 10.  For purposes of the Plan, the "fair market 
value per 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.

           (b)     To the extent necessary for Plan Incentive 
Stock Options to qualify as Incentive Stock Options, the 
aggregate fair market value, determined as the Date of Grant, of 
the Shares subject to options which may first become exercisable 
by an individual in any calendar year, under this Plan and all 
other stock option plans of the Company and of any parent or 
subsidiary of the Company pursuant to which Incentive Stock 
Options may be granted, shall not exceed $100,000.

           (c)     The maximum number of Shares purchasable under 
any option or options granted pursuant to the Plan to any one 
individual in any calendar year shall in no event exceed one 
percent of the then issued and outstanding shares of Common Stock 
of the Company.

           6.      Term of Option.

          (a)    Subject to the provisions of the Plan, the 
Administrative Body shall have absolute discretion in determining 
the period during which, the rate at which and the terms and 
conditions upon which any option granted hereunder may be 
exercised, and whether any option exercisable in installments is 
to be exercisable on a cumulative or non-cumulative basis; 
provided, however, that no option granted hereunder shall be 
exercisable for a period exceeding ten (10) years or, in the case 
of a Plan Incentive Stock Option granted to a Ten Percent 
Shareholder, five (5) years from the Date of Grant.  The 
Administrative Body may, at any time before complete termination 
of any option granted hereunder, accelerate the time or times at 
which such option may be exercised in whole or in part.

           (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 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 delivered to the Company the portion of 
the sale proceeds equal to the aggregate option exercise price, 
or (iv) a combination of these methods of payment.  Delivery of 
said notice shall constitute an irrevocable election to purchase 
the Shares specified in said notice, and the date on which the 
Company receives the last of said notice, documentation and the 
aggregate option exercise price for all of the Shares covered by 
the notice shall, subject to the provisions of paragraph 11 
hereof, be the date as of which the Shares so purchased shall be 
deemed to have been acquired.  The optionee shall not have the 
right or status as a holder of the Shares to which such exercise 
relates 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 an optionee shall voluntarily or involuntarily terminate his 
service as an employee of the Company or any subsidiary of the 
Company, any option awarded hereunder shall terminate upon the 
date of such termination of employment regardless of the 
expiration date specified in such option.  Notwithstanding the 
foregoing, an option agreement may, at the Administrative Body's 
discretion, provide that the optionee shall have the right to 
exercise an option after his employment has terminated for any 
reason whatsoever, including death, disability or retirement 
provided, however that the exercise must be accomplished within 
the term of such option.  Furthermore, all option agreements 
shall provide that if the termination of employment is due to 
retirement or disability (as defined by the Administrative Body 
in its sole discretion), the optionee (or his duly appointed 
guardian or conservator) shall have the privilege of exercising 
any option that the optionee 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 date of the termination of  the optionee's 
employment with the Company or any subsidiary of the Company.  If 
the termination of employment is due to the death of the 
optionee, the duly appointed executor or administrator of his 
estate shall have the privilege at any time of exercising any 
option that the optionee 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 
optionee'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 optionee 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 or 
discharge of such optionee, or to lay off or require a leave of 
absence of such optionee (with or without pay), at any time, with 
or without cause.

          9.      Transferability of Options.  

        (a)   Subject to the provisions of subparagraph 9(b) 
hereof, options granted under this Plan shall not be transferable 
except by will or the laws of descent and distribution.  Such 
options shall be exercisable during the optionee's lifetime only 
by the optionee (or his duly appointed guardian or conservator).

       (b)    The Administrative Body may, in its discretion, 
authorize the transfer of all or a portion of any options granted 
hereunder on terms which permit the transfer by the optionee to 
(i) the spouse, children or grandchildren of the optionee 
("Immediate Family Members"), (ii) a trust or trusts for the 
exclusive benefit of such Immediate Family Members, or (iii) a 
partnership in which such Immediate Family Members and/or the 
optionee are the only partners, provided that (a) the optionee 
shall receive the approval of the Administrative Body prior to 
such transfer, and such transfer must be limited to the persons 
or entities listed in this subparagraph 9(b), and (b) subsequent 
transfers of such transferred options shall be prohibited except 
 in accordance with this Paragraph 9.  Following any such 
transfer, such options shall continue to be subject to the same 
terms and conditions as were applicable immediately prior to 
transfer, provided that for purposes of this plan, the term 
"optionee" shall be deemed to refer to the transferor.  In the 
event of the termination of the employment of the transferor, the 
provisions provided herein shall continue to be applicable to the 
option and shall limit the ability of the transferee to exercise 
any such transferred options to the same extent they would have 
limited the optionee.

       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, re-capitalization, 
reclassification, capital adjustment or otherwise, or if the 
Company shall issue additional Shares as a dividend or pursuant 
to a stock split, then the number and kind of shares available 
for issuance pursuant to the exercise of options to be granted 
under this Plan and all Shares  subject to the unexercised 
portion of any option theretofore granted and the option price of 
such options shall be adjusted to prevent the inequitable 
enlargement or dilution of any rights hereunder; provided, 
however, that any such adjustment in outstanding options under 
the Plan shall be made without change in the aggregate exercise 
price applicable to the unexercised portion of any such 
outstanding option.  Distributions to the Company's shareholders 
consisting of property other than shares of Common Stock of the 
Company or its successor and distributions to shareholders of 
rights to subscribe for Common Stock shall not result in the 
adjustment of the Shares purchasable under outstanding options or 
the exercise price of outstanding options.  Adjustments under 
this paragraph shall be made by the Administrative Body, whose 
determination thereof 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 effect in any way the right or power of the Company 
to make or become a party to any adjustments, reclassification, 
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 substitution of new options or other rights in lieu 
of the options granted hereunder or for the express assumption of 
such outstanding options by the surviving corporation, or in the 
event of the dissolution or liquidation of the Company, the 
holder of any option theretofore granted under this Plan shall 
have the right no 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, shall 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 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.

         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 optionee, at the time of any such exercise, 
representations, warranties and agreements to the effect that the 
Shares are being purchased by the optionee without any present 
intention to sell or otherwise distribute such Shares in 
violation of the Securities Act of 1933 (the "1933 Act") and that 
the optionee will not dispose of such Shares in transactions 
which, in the opinion of counsel to the Company, would violate 
the registration provisions of the 1933 Act 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)    An optionee 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 optionee'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.  
Notwithstanding the foregoing, an optionee whose transactions in 
Common Stock are subject to Section 16(b) of the 1934 Act may 
make a share withholding election only if said elections also in 
compliance with the provisions of said Section and the rules and 
regulations promulgated thereunder.

        (b)    A share withholding election shall be deemed made 
when written notice of such election, signed by the optionee, has 
been received by the Secretary of the Company.  Delivery of said 
notice shall constitute an irrevocable election to have Shares so 
withheld. 

        (c)    Upon exercise of an option, the Company shall 
transfer the total number of Shares so exercised less the number 
of Shares deliverable, if any, in connection with the share 
withholding election (which shall be the number of Shares having 
an aggregate fair market value as provided herein equal to the 
statutory minimum amount of tax required to be withheld plus cash 
for any fractional amount.)

        (d)    If an optionee has made a share withholding 
election, at the same time he may also elect to tender Shares 
having an aggregate fair market value equal to his estimated 
incremental tax liability (determined using his marginal federal 
and state and local tax rates) in excess of the minimum statutory 
withholding tax liability provided that he has held said Shares 
for at least six months. 

       13.    Amendment.  The Board shall have full authority to 
amend the Plan; provided, however, that any amendment that (i) 
increases the number of Shares that may be the subject to stock 
options granted under the Plan, (ii) expands the class of 
individuals eligible to receive options under the Plan, (iii) 
increases the period during which options may be granted or the 
permissible term of options under the Plan, or (iv) decreases the 
minimum exercise price of such options, shall only be adopted by 
the Board subject to shareholder approval.  No amendment to the 
Plan shall, without the consent of the holder of an existing 
option, materially and adversely affect his rights under any 
option.

          14.    Termination.  Unless the Plan shall theretofore 
have been terminated as hereinafter provided, the Plan shall 
terminate on February 9, 2007 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.

         The Plan shall be submitted to the shareholders of the 
Company for approval in accordance with the applicable provisions 
of the General Corporate Law of the State of Delaware as promptly 
as practicable and in any event by February 9, 1998.  Any options 
granted hereunder prior to such shareholder approval shall not be 
exercisable unless and until such approval is obtained.  If such 
approval is not obtained by February 9, 1998, the Plan and any 
options granted hereunder shall be terminated.

                                                                EXHIBIT 4.3

                             SYMBOL TECHNOLOGIES, INC.
                        1999 DIRECTORS' WARRANT AGREEMENT

        10,000                                                     $53.3125   
Number of Shares of Common                                     Exercise Price
Stock Subject to Warrant                                          Per Share

                                  May 10, 1999
                                 Date of Grant

1.    Symbol Technologies, Inc. (hereinafter called the "Company") hereby 
grants you, as of the date of grant specified above (hereinafter the 
"Date of Grant"), a warrant to purchase the number of shares of common 
stock (par value $.01 per share) of the Company specified above (which 
number of shares may be adjusted pursuant to Paragraph 5 below) at the 
price per share specified above, which is the closing price of the 
common stock of the Company on the New York Stock Exchange on the Date 
of Grant.  Such shares shall be made available solely from shares of 
common stock reacquired and held in the Company's treasury.

2.    Subject to the provisions of Paragraph 3 below, you may exercise this 
Warrant as follows:

      No part of this Warrant may be exercised prior to May 10, 2000.  Subject 
to Paragraph 3, this Warrant may be exercisable with respect to 25% of 
the total number of shares originally covered thereby on and after May 
10, 2000, and such percentage shall increase by 25% on each of the next 
three consecutive anniversary dates of that date.  Accordingly, on May 
10, 2003, the Warrant may be exercised in its entirety.  This Warrant 
may not be exercised for a fraction of a share of common stock of the 
Company. Delivery of any written notice of exercise of this Warrant 
shall constitute an irrevocable election to exercise the Warrant to the 
extent indicated in said notice.

3.    This Warrant may not be exercised by you unless all of the following 
conditions are met:

      (a)   Counsel for the Company must be satisfied at the time of exercise 
that the issuance of shares upon exercise will be in compliance with 
applicable federal, state, local and foreign securities laws, securities 
exchange and other applicable laws and requirements.

      (b)   At the time of exercise the full purchase price for the shares 
being acquired hereunder must be paid to the Company and such amount as 
required by Paragraph 6 below, by (i) paying in United States dollars 
by cash or check, (ii) tending shares of common stock of the Company 
owned by you for at least six months which have an aggregate fair 
market value equal to the full purchase price for the shares being 
acquired (the closing price of a share of common stock of the Company 
on the New York Stock Exchange) on the date of exercise, (iii) by 
delivery to the Company (a) irrevocable instructions to deliver the 
stock certificate representing the shares being acquired directly to a 
broker, and (b) instructions to the broker to sell such shares and 
promptly deliver to the Company the portion of the sales price equal to 
the exercise price, or (iv) a combination of these methods of payment; 
and

      (c)   You must, at all times during the period beginning with the Date 
of Grant and ending on the date of such exercise, have been a Director 
of the Company, except that if you cease to be such a Director for 
reasons other than death while holding this Warrant, and this Warrant 
has not expired and has not been fully exercised,  you may, at any time 
within ninety (90) days of the date of such cessation (but in no event 
after the expiration of ten (10) years from the Date of Grant, with due 
regard to the provisions of Paragraph 2 above, exercise this Warrant 
with respect to any of the total number of shares covered hereby as to 
which you could have exercised this Warrant on the date you ceased to 
be a Director.

4.    (a)   This Warrant is not transferable by you otherwise than by will or 
the laws of descent and distribution and is exercisable during your 
lifetime only by you.  If, at the time of your death, this Warrant has 
not been fully exercised, your executors, administrators, heirs or 
distributees, as the case  may be, may at any time within one (1) year 
after the date of your death (but in no event after the expiration of 
ten (10) years from the Date of  Grant), with due regard to the 
provisions of Paragraph 2 above, exercise this Warrant with respect to 
the number of shares as to which you could have exercised this Warrant 
at the time of your death.

     (b)   A Warrant holder shall have no rights as a shareholder with 
respect to any shares of common stock issuable pursuant to the Warrant 
until receipt by the Company of payment referred to in Paragraph 3 
hereof.  Except as provided in Paragraph 5, no adjustment shall be made 
for dividends, distributions or other rights (whether ordinary or 
extraordinary, and whether in cash, securities or other property) for 
which the record date is prior to the date of receipt of such payment. 
 Nothing contained herein shall be construed as giving any warrant 
holder any right to be retained by the Company or to continue to serve 
as a Director of the Company.

5.    In the event that the outstanding common stock of the Company shall be 
changed by reason of any stock split, stock dividend, recapitalization, 
merger, consolidation, reorganization, combination or exchange of shares 
or other similar event occurring after the Date of Grant and prior to 
its exercise in full, the number and kind of shares for which this 
Warrant may then be exercised and the exercise price per share shall be 
proportionately and appropriately adjusted automatically so as to 
reflect such change.  In computing any adjustment provided herein, any 
fractional shares shall be eliminated.

6.    It shall be a condition to the obligation of the Company to issue shares 
of common stock of the Company upon exercise of this Warrant that you 
(or any beneficiary or person entitled to act under Paragraph 4 above):

(a)   Pay to the Company, upon its demand, such amount as may be 
requested by the Company for the purpose of satisfying any 
liability to withhold federal, state, local or foreign income or 
other taxes incurred by reason of the exercise of the Warrant or 
the transfer of shares thereupon;

(b)   Execute such forms as the Board of Directors of the Company shall 
prescribe for the purpose of evidencing the exercise of the 
Warrant in whole or in part, as the case may be; and

(c)   Provide the Company with any forms, documents or other information 
reasonably required by the Company in connection with the grant 
and/or exercise.

If the foregoing requirements of this Paragraph 6 are not satisfied, the 
Company may refuse to issue shares of common stock upon exercise of the 
Warrant and all rights hereunder shall become null and void.

7.    This Agreement shall be governed and construed in accordance with the 
substantive law, but not the choice of law rules, of the State of New 
York.  The Board of Directors shall have the power to construe this 
Agreement and to determine all questions arising hereunder.  Any 
decision of the Board shall be final and conclusive.

      Please confirm your acceptance of this Grant by executing the attached 
copy of this Agreement and returning it to Leonard H. Goldner, Senior Vice 
President, General Counsel and Secretary of the Company, One Symbol Plaza, 
Holtsville, NY 11742-1300.  Such action will constitute your agreement to 
abide by all of the provisions of the Grant and the Warrant specified herein.

SYMBOL TECHNOLOGIES, INC.

By: /s/ Jerome Swartz____________           ___________________________
    JEROME SWARTZ                           Director
    Chairman of the Board of Directors

                                                                 EXHIBIT  5(A)
 

                                                 May 13, 1999

Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, New York  11742-1300

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 6,550,000 
shares (the "Shares"), of the Company's Common Stock, par value $.01 per 
share, 2,000,000 of which are being offered pursuant to the Company's 1990 
Non-Executive Stock Option Plan, as amended (the "1990 Plan"), 4,500,000 of 
which are being offered pursuant to the Company's 1997 Employee Stock Option 
Plan, as amended (the "1997 Plan") and 50,000 of which are being offered 
pursuant to the 1999 Directors' Warrants (the "1999 Director Warrants").  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.

Symbol Technologies, Inc.
May 13, 1999
Page -2-

     In connection with my rendering of this opinion, I wish to note that, as 
of May 10, 1999, I own in the aggregate 116,972 shares of the Common Stock of 
the Company.  In addition, I own options to purchase an aggregate of 249,375 
shares of Common Stock, (including options to purchase 25,000 shares held by a 
trust of which I am a co-trustee and a beneficiary).  My wife owns 3,000 
shares of the Common Stock of the Company and is co-trustee of a trust which 
owns options to purchase 75,000 shares of Common Stock.  I disclaim beneficial 
ownership of any shares held by my wife or this trust.

     Subject to and 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 
300,000,000 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, the 1997 Plan and the 1999 Directors' Warrants, 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:lac

                        EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of 
Symbol Technologies, Inc. on Form S-8 of our report dated 
February 18, 1999 appearing in the Annual Report on Form 10-K of Symbol 
Technologies, Inc. and subsidiaries for the year ended December 31, 1998.

/s/ DELOITTE & TOUCHE LLP            
DELOITTE & TOUCHE LLP
Jericho, New York
May 14, 1999

                         EXHIBIT 23.2
                  (Included in Exhibit 5(a))

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