As filed with the Securities and Exchange Commission   Registration No. 33 -
on November 14, 2001
______________________________________________________________
                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                       ________

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


                         2001 Non-Executive Stock Option Plan
                                          and
                          1997 Employee Stock Option Plan


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

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


                                     One Symbol Plaza
                              Holtsville, New York 11742-1300
                                        (631) 738-2400__________
(Address of registrant's principal executive offices)






Mr. Tomo Razmilovic                                     Leonard H. Goldner, Esq.
Chief Executive Officer and                         Executive Vice President and
     President                                             General Counsel
Symbol Technologies, Inc.                    Symbol Technologies, Inc.
One Symbol Plaza                                   One Symbol Plaza
Holtsville, New York  11742-1300        Holtsville, New York  11742-1300
(631) 738-2400                                         (631) 738-2400
_______________________________________________________
(Name and address of agents for service)









                                          -1-


                     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


Common Stock      7,500,000        $15.59         $116,925,000   $29,231.25
2001 Non-
Executive Stock
Option Plan

Common Stock      5,812,500        $15.59          $90,616,875   $22,654.21
1997 Employee
Stock Purchase
Plan


______________________________________________________________________________

                                                             TOTAL  $51,885.46

*    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.
























                                       -2-



                                  PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be or have
been sent or given to participants in the 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 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)   Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 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 Reports on Form 10Q for the quarterly periods ending
March 31, 2001, June 30, 2001 and September 30, 2001 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



                                        -3-
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, Executive Vice President, General
Counsel and Secretary of the Company.  As of November 1, 2001, Mr. Goldner,
owned in the aggregate 383,343 shares of Common Stock.  In addition, Mr.
Goldner owns options to purchase an aggregate of 760,309 shares of Common Stock
(including options to purchase 286,875 shares held by a Trust of which Mr.
Goldner is a Co-Trustee and a beneficiary).  Mr. Goldner's wife owns 9,225
shares of the Common Stock of the Company and is co-trustee of a trust which
owns options to purchase 253,123 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

                                        -4-
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         2001 Non-Executive Stock Option Plan

            4.2         1997 Employee Stock Option Plan, as amended

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

            23.1        Consent of Deloitte & Touche

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

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

Item 9.     Undertakings

            (a)     The undersigned registrant hereby undertakes:



                                        -5-
            (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) (sec. 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 (sec. 239.13 of this chapter) or Form
S-8 (sec. 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

                                         -6-
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 Hamlet of Holtsville, State of New York, on this 13th
day of November, 2001.

                                                SYMBOL TECHNOLOGIES, INC.


                                                 By   /s/Tomo Razmilovic
                                                       Tomo Razmilovic
                                                       Chief Executive Officer
                                                          and President












                                              -7-




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


                              Chief Executive Officer,
                              President and Director
 /s/Tomo Razmilovic     (Principal Executive Officer)    November 13, 2001
Tomo Razmilovic


                              Chairman of the Board,
 /s/ Jerome Swartz      and Director      November 13, 2001
Jerome Swartz


 /s/ Raymond R. Martino       Director   November 13, 2001
Raymond R. Martino


 /s/ Harvey P. Mallement      Director    November 13, 2001
Harvey P. Mallement


 /s/ George Bugliarello       Director     November 13, 2001
George Bugliarello


 /s/ Charles B. Wang          Director      November 13, 2001
Charles B. Wang


 /s/ Leo A. Guthart        Director             November 13, 2001
Leo A. Guthart


 /s/ James Simons      Director             November 13, 2001
James Simons


468:    /s/ Kenneth V. Jaeggi  Senior Vice President  November 13, 2001
Kenneth V. Jaeggi          Finance (Chief Financial Officer)


 /s/ Robert Korkuc            Vice President and
Robert Korkuc  Controller (Chief Accounting  November 13, 2001
                              Officer)






                                        -8-



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549


                         __________________________________




                                       EXHIBITS

                                          TO

                                       FORM S-8






                                REGISTRATION STATEMENT

                                       UNDER

                              THE SECURITIES ACT OF 1933

                        ________________________________________




                              SYMBOL TECHNOLOGIES,INC.





















                                        -9-




                                EXHIBIT INDEX

                                                                Sequentially
                                                                    Numbered
Exhibit                                                               Page

4.1         2001 Non-Executive Stock Option Plan, as amended          11

4.2         1997 Employee Stock Option Plan, as amended               16

5(a)        Opinion and Consent of Leonard H. Goldner                 24

23.1        Consent of Deloitte & Touche                              27

23.2        Consent of Leonard H. Goldner                             29
            (included in Exhibit 5(a))

24          Power of Attorney of Directors and certain officers       30
            of the Company (see page 7 of Form S-8)



























                                            -10-




















                                       EXHIBIT 4.1

























                                       -11-


                              2001 NON-EXECUTIVE STOCK OPTION PLAN
SYMBOL TECHNOLOGIES, INC.


            The Company has duly adopted the Plan, the terms of which are
hereby incorporated by reference.  In the case of any conflict between the
provisions hereof and those of the Plan, the provisions of the Plan shall be
controlling. A copy of the Plan will be made available for inspection by the
Optionee during normal business hours at the principal office of the Company.

            In accordance with Paragraph 3 of the Plan, the Board of Directors
of the Company (the "Board") has designated by resolution of the Board, a
Committee of the Board which administers the Plan (the "Committee").  The
Committee has adopted a resolution granting the Optionee a stock option (the
"Option") under the Plan to purchase shares of the Company's Common Stock, par
value $.01 per share (the "Shares"), for the price and on the terms and
conditions set forth in this Agreement and in the Plan.

            1.  (a)  Except as provided in subparagraph (b) hereof, regardless
of the Expiration Date of this Option, the Option shall cease to be
exercisable on the date the Optionee voluntarily or involuntarily terminates
his services as an employee of the Company or any subsidiary of the Company,
and all rights of the Optionee hereunder shall thereupon terminate.

                (b)  If the Optionee ceases to be an employee of the Company
or any subsidiary of the Company and this cessation is due to retirement (as
defined by the Board or, if so designated, by the Committee in its sole
discretion) or to death, the Option shall be exercisable as provided in this
subparagraph.  The Optionee or, in the event of his disability, his duly
appointed guardian or, in the event of his death, his executor or
administrator shall have the privilege of exercising the unexercised portion
of the Option which the Optionee could have exercised on the day on which he
ceased to be an employee of the Company or any subsidiary of the Company,
provided, however, that such exercise must be in accordance with the terms of
this Agreement and within three (3) months of the Optionee's retirement or
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his guardian, executor or
administrator, as the case may be, exercise the Option after the Expiration
Date.  For all purposes of this Agreement, an approved leave of absence shall
not constitute an interruption or cessation of the Optionee's service as an
employee of the Company or any subsidiary of the Company.

            2.  Nothing contained herein shall be construed to confer on the
Optionee any right to continue as an employee of the Company or any subsidiary
of the Company or to derogate from any right of the Company or any subsidiary
thereof to retire, request the resignation thereof or discharge the Optionee,
or to lay off or require a leave of absence of the Optionee, with or without
pay, at any time, with or without cause.

            3.  The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised by an
executor or administrator as provided in subparagraph 1 (b) above.  The Option
may be exercised, during the lifetime of the Optionee, only by the Optionee.

            4.  (a)  If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise,

                                       -12-
or if the Company shall issue Shares as a dividend or upon a stock split, then
the number and kind of shares subject to the unexercised portion of the Option
and the exercise price of the Option shall be adjusted to prevent the
inequitable enlargement or dilution of any rights hereunder, provided,
however, that any such adjustment shall be made without change in the total
exercise price applicable to the unexercised portion of the Option except that
the exercise price may be rounded to the nearest one cent.  Adjustments under
this paragraph shall be made by the Board or, if so designated, by the
Committee, whose determination shall be final and binding and conclusive.  In
computing any adjustment under this paragraph, any fractional share shall be
eliminated.  Nothing contained in this Agreement shall be construed to affect
in any way the right or power of the Company to make any adjustment,
reclassification, reorganization, or changes to its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or transfer
all or any part of its business or assets.

                (b)  If in the event of a merger or consolidation in which 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 this Option or for the express
assumption of this Option by the surviving corporation, or in the event of a
dissolution or liquidation of the Company, the Optionee shall have the right
no less than five (5) days prior to the record date (the "Record Date") for
the determination of shareholders entitled to participate in such merger,
consolidation, dissolution or liquidation to exercise the Option in whole or
in part, without regard to any installment provisions contained in this
Agreement; provided, that any conditions precedent to such exercise set forth
in this Agreement, other than the passage of time, have occurred.  In such
event, the Company will mail or cause to be mailed to the Optionee a notice
specifying the Record Date.  Such notice shall be mailed at least ten (10)
days prior to the date therein specified to the address as the Optionee
delivers or transmits by registered or certified mail to the Secretary of the
Company at its principal office.  In the event the Option is not exercised on
or prior to the date specified therein, the Option and any rights hereunder
shall terminate as of said date.

            5.  This 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 principal office.  Such written notice shall specify the
number of Shares purchasable under the Option which such person then wishes to
purchase and shall be accompanied by (i) such documentation, if any, as may be
required by the Company as provided in Paragraph 7 and (ii) payment of the
aggregate option price.  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 for
such number of Shares, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of shares of Common
Stock of the Company (provided, however, that the Optionee has owned such
Shares for at least six months) of which the aggregate fair market value (as
that phrase is defined in the Plan) 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 sales proceeds equal to the
aggregate option exercise price, or (iv) a combination of these methods of


                                       -13-
payment.  Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the Shares specified in said notice and the
date on which the Company receives said notice and documentation shall,
subject to the provisions of Paragraphs 6 and 7, be the date as of which the
Shares so purchased shall be deemed to have been issued.  The person entitled
to exercise the Option 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 such
payment, notice and documentation.

            6.  Anything in this Agreement to the contrary notwithstanding, in
no event may the Option be exercisable if the Company shall, at anytime and in
its sole discretion, determine that (i) the listing, registration,
qualification of any shares otherwise deliverable upon such exercise, upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or
other withholding liabilities is necessary or desirable in connection with
such exercise.  In such event, such exercise shall be held in abeyance 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.

            7.  The Committee may require as a condition to the right to
exercise the Option hereunder that the Company receive from the person
exercising the Option, representations, warranties and agreements, at the time
of any such exercise, to the effect that the Shares are being purchased
without any present intention to sell or otherwise distribute such Shares
except in compliance with the Securities Act of 1933 and applicable state
"blue sky" laws and that the Shares will not be disposed of in transactions
which, in the opinion of counsel to the Company, would violate the
registration provisions of the Securities Act of 1933 and applicable state
"blue sky" laws, and the rules and regulations thereunder.  The certificate
issued to evidence such Shares shall bear appropriate legends summarizing such
restrictions on the dispositions thereof.

            8.  (a)  If the Optionee is not an "officer" of the Company (as
that term is defined in Rule 16(a)-1(f) promulgated pursuant to the Securities
and Exchange Act of 1934, the 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 Committee 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.

                (b)  A share withholding election shall be deemed made when
written notice of such election signed by the Optionee, has been delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office.  Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.

                (c)  If the Optionee has made a share withholding election
pursuant to this Paragraph 8, the Company shall subtract from the number of
Shares deliverable to the Optionee on the date of exercise, the number of
Shares having an aggregate fair market value (as determined in good faith by
the Committee in its sole discretion) equal to the amount of tax required to
be withheld plus cash for any fractional amount.



                                      -14-
            9.  This Agreement shall be construed and enforced in accordance
with the laws of the State of New York.  Subject to Paragraph 3, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors or
assigns, as the case may be.






















































                                      -15-



















                                EXHIBIT 4.2





























                                      -16-



                                SYMBOL TECHNOLOGIES, INC.
                      1997 EMPLOYEE STOCK OPTION PLAN
                           (as of May 21, 2001)


            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
14,000,000 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


                                      -17-
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


                                      -18-
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 such

                                      -19-
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 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


                                       -20-
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,

                                      -21-
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


                                      -22-
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.

















                                        -23-




















                                EXHIBIT  5(A)






































                                       -24-














                                            November 13, 2001





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 7,500,000
shares (the "Shares"), of the Company's Common Stock, par value $.01 per
share, which are being offered pursuant to the Company's 2001 Non-Executive
Stock Option Plan (the "2001 Plan"), and 5,812,500 of which are being offered
pursuant to the Company's 1997 Employee Stock Option Plan, as amended (the
"1997 Plan").  This opinion is an exhibit to the Registration Statement.

     I am Executive 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 the 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






                                        -25-
Symbol Technologies, Inc.
November 13, 2001
Page -2-



solely upon my reading of the Delaware General Corporation Law and my review
of the Company's certified Certificate of Incorporation.

     In connection with my rendering of this opinion, I wish to note that, as
of November 1, 2001, I own in the aggregate 383,343 shares of the Common Stock
of the Company.  In addition, I own options to purchase an aggregate of
760,309 shares of Common Stock, (including options to purchase 286,875 shares
held by a trust of which I am a co-trustee and a beneficiary).  My wife owns
9,225 shares of the Common Stock of the Company and is co-trustee of a trust
which owns options to purchase 253,123 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 600,000,000
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 2001 Plan will be duly authorized,
legally issued, fully paid and non-assessable.

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


      Very truly yours,



                                          /s/ Leonard H. Goldner
                                          Leonard H. Goldner
                                          Executive Vice President
                                          and General Counsel

LHG:dac













                                              -26-
















                                    EXHIBIT 23.1










































                                              -27-









INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Symbol Technologies, Inc. on Form S-8 of our reports dated February 20, 2001,
(and February 26, 2001 as to Note 20), and March 23, 2001 appearing in the
Annual Report on Form 10-K of Symbol Technologies, Inc. for the year ended
December 31, 2000 and in the Annual Report on Form 11-K of the Symbol
Technologies, Inc. 1997 Employee Stock Purchase Plan for the year ended
December 31, 2000, respectively.






/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
November 14, 2001































                                        -28-













                                    EXHIBIT 23.2
                             (Included in Exhibit 5(a))













































                                             -29-



















                                  EXHIBIT 24
                         (See Page 7 of Form S-8)







































                                        -30-




regist\s8plan.doc
regist\s8plan-form.doc
[{"type": "S-8", "sequence": "1", "filename": "registr1.txt", "description": "S-8 LIVE FILING", "secsgml_size_bytes": 65810}]
{"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": "333-73322", "film-number": "1789674"}, "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 November 14, 2001
______________________________________________________________
                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                       ________

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

                         2001 Non-Executive Stock Option Plan
                                          and
                          1997 Employee Stock Option Plan

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

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

                                     One Symbol Plaza
                              Holtsville, New York 11742-1300
                                        (631) 738-2400__________
(Address of registrant's principal executive offices)

Mr. Tomo Razmilovic                                     Leonard H. Goldner, Esq.
Chief Executive Officer and                         Executive Vice President and
     President                                             General Counsel
Symbol Technologies, Inc.                    Symbol Technologies, Inc.
One Symbol Plaza                                   One Symbol Plaza
Holtsville, New York  11742-1300        Holtsville, New York  11742-1300
(631) 738-2400                                         (631) 738-2400
_______________________________________________________
(Name and address of agents for service)

                                          -1-

                     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

Common Stock      7,500,000        $15.59         $116,925,000   $29,231.25
2001 Non-
Executive Stock
Option Plan

Common Stock      5,812,500        $15.59          $90,616,875   $22,654.21
1997 Employee
Stock Purchase
Plan

______________________________________________________________________________

                                                             TOTAL  $51,885.46

*    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.

                                       -2-

                                  PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be or have
been sent or given to participants in the 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 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)   Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 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 Reports on Form 10Q for the quarterly periods ending
March 31, 2001, June 30, 2001 and September 30, 2001 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

                                        -3-
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, Executive Vice President, General
Counsel and Secretary of the Company.  As of November 1, 2001, Mr. Goldner,
owned in the aggregate 383,343 shares of Common Stock.  In addition, Mr.
Goldner owns options to purchase an aggregate of 760,309 shares of Common Stock
(including options to purchase 286,875 shares held by a Trust of which Mr.
Goldner is a Co-Trustee and a beneficiary).  Mr. Goldner's wife owns 9,225
shares of the Common Stock of the Company and is co-trustee of a trust which
owns options to purchase 253,123 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

                                        -4-
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         2001 Non-Executive Stock Option Plan

            4.2         1997 Employee Stock Option Plan, as amended

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

            23.1        Consent of Deloitte & Touche

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

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

Item 9.     Undertakings

            (a)     The undersigned registrant hereby undertakes:

                                        -5-
            (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) (sec. 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 (sec. 239.13 of this chapter) or Form
S-8 (sec. 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

                                         -6-
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 Hamlet of Holtsville, State of New York, on this 13th
day of November, 2001.

                                                SYMBOL TECHNOLOGIES, INC.

                                                 By   /s/Tomo Razmilovic
                                                       Tomo Razmilovic
                                                       Chief Executive Officer
                                                          and President

                                              -7-

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

                              Chief Executive Officer,
                              President and Director
 /s/Tomo Razmilovic     (Principal Executive Officer)    November 13, 2001
Tomo Razmilovic

                              Chairman of the Board,
 /s/ Jerome Swartz      and Director      November 13, 2001
Jerome Swartz

 /s/ Raymond R. Martino       Director   November 13, 2001
Raymond R. Martino

 /s/ Harvey P. Mallement      Director    November 13, 2001
Harvey P. Mallement

 /s/ George Bugliarello       Director     November 13, 2001
George Bugliarello

 /s/ Charles B. Wang          Director      November 13, 2001
Charles B. Wang

 /s/ Leo A. Guthart        Director             November 13, 2001
Leo A. Guthart

 /s/ James Simons      Director             November 13, 2001
James Simons

468:    /s/ Kenneth V. Jaeggi  Senior Vice President  November 13, 2001
Kenneth V. Jaeggi          Finance (Chief Financial Officer)

 /s/ Robert Korkuc            Vice President and
Robert Korkuc  Controller (Chief Accounting  November 13, 2001
                              Officer)

                                        -8-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

                         __________________________________

                                       EXHIBITS

                                          TO

                                       FORM S-8

                                REGISTRATION STATEMENT

                                       UNDER

                              THE SECURITIES ACT OF 1933

                        ________________________________________

                              SYMBOL TECHNOLOGIES,INC.

                                        -9-

                                EXHIBIT INDEX

                                                                Sequentially
                                                                    Numbered
Exhibit                                                               Page

4.1         2001 Non-Executive Stock Option Plan, as amended          11

4.2         1997 Employee Stock Option Plan, as amended               16

5(a)        Opinion and Consent of Leonard H. Goldner                 24

23.1        Consent of Deloitte & Touche                              27

23.2        Consent of Leonard H. Goldner                             29
            (included in Exhibit 5(a))

24          Power of Attorney of Directors and certain officers       30
            of the Company (see page 7 of Form S-8)

                                            -10-

                                       EXHIBIT 4.1

                                       -11-

                              2001 NON-EXECUTIVE STOCK OPTION PLAN
SYMBOL TECHNOLOGIES, INC.

            The Company has duly adopted the Plan, the terms of which are
hereby incorporated by reference.  In the case of any conflict between the
provisions hereof and those of the Plan, the provisions of the Plan shall be
controlling. A copy of the Plan will be made available for inspection by the
Optionee during normal business hours at the principal office of the Company.

            In accordance with Paragraph 3 of the Plan, the Board of Directors
of the Company (the "Board") has designated by resolution of the Board, a
Committee of the Board which administers the Plan (the "Committee").  The
Committee has adopted a resolution granting the Optionee a stock option (the
"Option") under the Plan to purchase shares of the Company's Common Stock, par
value $.01 per share (the "Shares"), for the price and on the terms and
conditions set forth in this Agreement and in the Plan.

            1.  (a)  Except as provided in subparagraph (b) hereof, regardless
of the Expiration Date of this Option, the Option shall cease to be
exercisable on the date the Optionee voluntarily or involuntarily terminates
his services as an employee of the Company or any subsidiary of the Company,
and all rights of the Optionee hereunder shall thereupon terminate.

                (b)  If the Optionee ceases to be an employee of the Company
or any subsidiary of the Company and this cessation is due to retirement (as
defined by the Board or, if so designated, by the Committee in its sole
discretion) or to death, the Option shall be exercisable as provided in this
subparagraph.  The Optionee or, in the event of his disability, his duly
appointed guardian or, in the event of his death, his executor or
administrator shall have the privilege of exercising the unexercised portion
of the Option which the Optionee could have exercised on the day on which he
ceased to be an employee of the Company or any subsidiary of the Company,
provided, however, that such exercise must be in accordance with the terms of
this Agreement and within three (3) months of the Optionee's retirement or
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his guardian, executor or
administrator, as the case may be, exercise the Option after the Expiration
Date.  For all purposes of this Agreement, an approved leave of absence shall
not constitute an interruption or cessation of the Optionee's service as an
employee of the Company or any subsidiary of the Company.

            2.  Nothing contained herein shall be construed to confer on the
Optionee any right to continue as an employee of the Company or any subsidiary
of the Company or to derogate from any right of the Company or any subsidiary
thereof to retire, request the resignation thereof or discharge the Optionee,
or to lay off or require a leave of absence of the Optionee, with or without
pay, at any time, with or without cause.

            3.  The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised by an
executor or administrator as provided in subparagraph 1 (b) above.  The Option
may be exercised, during the lifetime of the Optionee, only by the Optionee.

            4.  (a)  If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise,

                                       -12-
or if the Company shall issue Shares as a dividend or upon a stock split, then
the number and kind of shares subject to the unexercised portion of the Option
and the exercise price of the Option shall be adjusted to prevent the
inequitable enlargement or dilution of any rights hereunder, provided,
however, that any such adjustment shall be made without change in the total
exercise price applicable to the unexercised portion of the Option except that
the exercise price may be rounded to the nearest one cent.  Adjustments under
this paragraph shall be made by the Board or, if so designated, by the
Committee, whose determination shall be final and binding and conclusive.  In
computing any adjustment under this paragraph, any fractional share shall be
eliminated.  Nothing contained in this Agreement shall be construed to affect
in any way the right or power of the Company to make any adjustment,
reclassification, reorganization, or changes to its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or transfer
all or any part of its business or assets.

                (b)  If in the event of a merger or consolidation in which 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 this Option or for the express
assumption of this Option by the surviving corporation, or in the event of a
dissolution or liquidation of the Company, the Optionee shall have the right
no less than five (5) days prior to the record date (the "Record Date") for
the determination of shareholders entitled to participate in such merger,
consolidation, dissolution or liquidation to exercise the Option in whole or
in part, without regard to any installment provisions contained in this
Agreement; provided, that any conditions precedent to such exercise set forth
in this Agreement, other than the passage of time, have occurred.  In such
event, the Company will mail or cause to be mailed to the Optionee a notice
specifying the Record Date.  Such notice shall be mailed at least ten (10)
days prior to the date therein specified to the address as the Optionee
delivers or transmits by registered or certified mail to the Secretary of the
Company at its principal office.  In the event the Option is not exercised on
or prior to the date specified therein, the Option and any rights hereunder
shall terminate as of said date.

            5.  This 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 principal office.  Such written notice shall specify the
number of Shares purchasable under the Option which such person then wishes to
purchase and shall be accompanied by (i) such documentation, if any, as may be
required by the Company as provided in Paragraph 7 and (ii) payment of the
aggregate option price.  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 for
such number of Shares, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of shares of Common
Stock of the Company (provided, however, that the Optionee has owned such
Shares for at least six months) of which the aggregate fair market value (as
that phrase is defined in the Plan) 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 sales proceeds equal to the
aggregate option exercise price, or (iv) a combination of these methods of

                                       -13-
payment.  Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the Shares specified in said notice and the
date on which the Company receives said notice and documentation shall,
subject to the provisions of Paragraphs 6 and 7, be the date as of which the
Shares so purchased shall be deemed to have been issued.  The person entitled
to exercise the Option 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 such
payment, notice and documentation.

            6.  Anything in this Agreement to the contrary notwithstanding, in
no event may the Option be exercisable if the Company shall, at anytime and in
its sole discretion, determine that (i) the listing, registration,
qualification of any shares otherwise deliverable upon such exercise, upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or
other withholding liabilities is necessary or desirable in connection with
such exercise.  In such event, such exercise shall be held in abeyance 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.

            7.  The Committee may require as a condition to the right to
exercise the Option hereunder that the Company receive from the person
exercising the Option, representations, warranties and agreements, at the time
of any such exercise, to the effect that the Shares are being purchased
without any present intention to sell or otherwise distribute such Shares
except in compliance with the Securities Act of 1933 and applicable state
"blue sky" laws and that the Shares will not be disposed of in transactions
which, in the opinion of counsel to the Company, would violate the
registration provisions of the Securities Act of 1933 and applicable state
"blue sky" laws, and the rules and regulations thereunder.  The certificate
issued to evidence such Shares shall bear appropriate legends summarizing such
restrictions on the dispositions thereof.

            8.  (a)  If the Optionee is not an "officer" of the Company (as
that term is defined in Rule 16(a)-1(f) promulgated pursuant to the Securities
and Exchange Act of 1934, the 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 Committee 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.

                (b)  A share withholding election shall be deemed made when
written notice of such election signed by the Optionee, has been delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office.  Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.

                (c)  If the Optionee has made a share withholding election
pursuant to this Paragraph 8, the Company shall subtract from the number of
Shares deliverable to the Optionee on the date of exercise, the number of
Shares having an aggregate fair market value (as determined in good faith by
the Committee in its sole discretion) equal to the amount of tax required to
be withheld plus cash for any fractional amount.

                                      -14-
            9.  This Agreement shall be construed and enforced in accordance
with the laws of the State of New York.  Subject to Paragraph 3, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors or
assigns, as the case may be.

                                      -15-

                                EXHIBIT 4.2

                                      -16-

                                SYMBOL TECHNOLOGIES, INC.
                      1997 EMPLOYEE STOCK OPTION PLAN
                           (as of May 21, 2001)

            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
14,000,000 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

                                      -17-
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

                                      -18-
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 such

                                      -19-
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 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

                                       -20-
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,

                                      -21-
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

                                      -22-
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.

                                        -23-

                                EXHIBIT  5(A)

                                       -24-

                                            November 13, 2001

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 7,500,000
shares (the "Shares"), of the Company's Common Stock, par value $.01 per
share, which are being offered pursuant to the Company's 2001 Non-Executive
Stock Option Plan (the "2001 Plan"), and 5,812,500 of which are being offered
pursuant to the Company's 1997 Employee Stock Option Plan, as amended (the
"1997 Plan").  This opinion is an exhibit to the Registration Statement.

     I am Executive 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 the 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

                                        -25-
Symbol Technologies, Inc.
November 13, 2001
Page -2-

solely upon my reading of the Delaware General Corporation Law and my review
of the Company's certified Certificate of Incorporation.

     In connection with my rendering of this opinion, I wish to note that, as
of November 1, 2001, I own in the aggregate 383,343 shares of the Common Stock
of the Company.  In addition, I own options to purchase an aggregate of
760,309 shares of Common Stock, (including options to purchase 286,875 shares
held by a trust of which I am a co-trustee and a beneficiary).  My wife owns
9,225 shares of the Common Stock of the Company and is co-trustee of a trust
which owns options to purchase 253,123 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 600,000,000
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 2001 Plan will be duly authorized,
legally issued, fully paid and non-assessable.

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

      Very truly yours,

                                          /s/ Leonard H. Goldner
                                          Leonard H. Goldner
                                          Executive Vice President
                                          and General Counsel

LHG:dac

                                              -26-

                                    EXHIBIT 23.1

                                              -27-

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Symbol Technologies, Inc. on Form S-8 of our reports dated February 20, 2001,
(and February 26, 2001 as to Note 20), and March 23, 2001 appearing in the
Annual Report on Form 10-K of Symbol Technologies, Inc. for the year ended
December 31, 2000 and in the Annual Report on Form 11-K of the Symbol
Technologies, Inc. 1997 Employee Stock Purchase Plan for the year ended
December 31, 2000, respectively.

/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
November 14, 2001

                                        -28-

                                    EXHIBIT 23.2
                             (Included in Exhibit 5(a))

                                             -29-

                                  EXHIBIT 24
                         (See Page 7 of Form S-8)

                                        -30-

regist\s8plan.doc
regist\s8plan-form.doc