Registration No. ___________

                       Securities and Exchange Commission
                              Washington, DC 20549

                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Symetrics Industries, Inc.
             (Exact name of registrant as specified in its charter)

         Florida                                         59-0954868
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                         557 North Harbor City Boulevard
                            Melbourne, Florida 32935
                            ------------------------
               (Address of principal executive offices) (zip code)

                  SYMETRICS INDUSTRIES, INC. STOCK OPTION PLAN
                            (Full title of the plan)

                        Dudley E. Garner, Jr., President
                           Symetrics Industries, Inc.
                         557 North Harbor City Boulevard
                            Melbourne, Florida 32935
                     (Name and address of agent for service)

                                 (407) 254-1500
          (Telephone number, including area code, of agent for service)

                          Copies of communications to:

                           Suzan A. Abramson, Esquire
                           Grocock, Loftis & Abramson
                            126 East Jefferson Street
                                Orlando, FL 32801
                                 (407) 422-0300



<PAGE>

<TABLE>
<CAPTION>
                           Calculation of Registration Fee
                           -------------------------------


                                         Proposed         Proposed maximum
Title of securities   Amount to be    maximum offering   aggregate offering     Amount of
to be registered      registered(1)   price per share         price          registration fee
----------------      -------------   ---------------         -----          ----------------
<S>                    <C>              <C>                <C>                <C>   
Common Stock           120,000
($.25 par value)       shares(2)        $8.30 (3)          $996,000            $343.45

</TABLE>
                             ------------------------

(1)   Plus such additional  number of shares as may be required  pursuant to the
      Plan in the event of a stock split,  split-up of shares,  recapitalization
      or other similar change in the Common Stock.

(2)   Represents  the number of  additional  shares of Common Stock which may be
      purchased  upon  exercise  of  options  outstanding  or which  may  become
      outstanding under the Symetrics Industries, Inc. Stock Option Plan.

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457 by averaging (i) the weighted  average exercise price
      of outstanding  options and (ii) the average of the high and low prices of
      the  Registrant's  Common  Stock as reported on the NASD  National  Market
      System on October 3, 1996.
                                 ------------------------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
        --------------------------------------------------

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------
   
        The contents of  Symetrics  Industries,  Inc.  Registration Statement on
Form S-8. File No. 33-69930 are incorporated by reference herein.

Item 8. Exhibits.
        ---------

        The following exhibits are filed herewith:

        5.1   Opinion of  Grocock,  Loftis & Abramson as to the  legality of the
              securities being registered.

        23.1  Consent  of  Pricher  and  Company, Independent  Certified  Public
              Accountants.

        23.2  Consent of  Grocock,  Loftis &  Abramson  (included in its opinion
              filed as Exhibit 5.



                                     Page 2

<PAGE>



                                   SIGNATURES
                                   ----------

      Pursuant  to  the  requirements  of  this  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  City of  Melbourne,  State  of  Florida,  on the 3rd day of
October, 1996.

                                    SYMETRICS INDUSTRIES, INC.


                                    By:   /s/ Dudley E. Garner, Jr
                                       -----------------------------------------
                                          Dudley E. Garner, Jr., President

                                POWER OF ATTORNEY
                                -----------------

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and  appoints  DUDLEY E.  GARNER,  JR.,  his true and lawful
attorney-in-fact  and agent, 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   and  any   other   regulatory   authority,   granting   unto   said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully and to all  intents  and  purposes  as he might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.

      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.


Date:  August 6, 1996                      /s/ Dudley E. Garner, Jr.
     ----------------                   ----------------------------------------
                                        Dudley E. Garner, Jr., Chairman  of  the
                                        Board,  President, and  Chief  Executive
                                        Officer (Principal Executive Officer and
                                        Principal Financial Officer)


Date:  August 23, 1996                    /s/ Jane J. Beach
     -----------------                  ----------------------------------------
                                        Jane J. Beach, Director

                                     Page 3

<PAGE>



Date:  September 3, 1996                   /s/ Earl J. Claire
     -------------------                 ---------------------------------------
                                         Earl J. Claire, Director


Date:  August 7, 1996                      /s/ Michael E. Terry
     ----------------                    ---------------------------------------
                                         Michael E. Terry, Director


Date:  August 27, 1996                     /s/ Edwin H. Eichler
     -----------------                   ---------------------------------------
                                         Edwin H. Eichler, Director


Date:  August 30, 1996                     /s/ Michael D. Jensen
     -----------------                   ---------------------------------------
                                         Michael D. Jensen, Director


Date:  August 6, 1996                      /s/ W. Campbell McKegg
     ----------------                    ---------------------------------------
                                         W.  Campbell  McKegg,   Vice  President
                                         Finance (Principal Accounting Officer)




























                                     Page 4
[{"type": "S-8", "sequence": "1", "description": "SYMETRICS INDUSTRIES, INC.   FORM S-8", "secsgml_size_bytes": 8291}]
{"company-data": {"conformed-name": "SYMETRICS INDUSTRIES INC", "cik": "0000095944", "assigned-sic": "3663", "irs-number": "590954868", "state-of-incorporation": "FL", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13607", "film-number": "96640326"}, "business-address": {"street1": "557 N HARBOR CITY BLVD", "city": "MELBOURNE", "state": "FL", "zip": "32935", "phone": "4072541500"}, "mail-address": {"street1": "557 NORTH HARBOR CITY BLVD.", "city": "MELBOURNE", "state": "FL", "zip": "32935"}, "former-company": [{"former-conformed-name": "SYMETRICS ENGINEERING CORP", "date-changed": "19700901"}, {"former-conformed-name": "SYMETRICS INC", "date-changed": "19691015"}]}
Registration No. ___________

                       Securities and Exchange Commission
                              Washington, DC 20549

                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Symetrics Industries, Inc.
             (Exact name of registrant as specified in its charter)

         Florida                                         59-0954868
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                         557 North Harbor City Boulevard
                            Melbourne, Florida 32935
                            ------------------------
               (Address of principal executive offices) (zip code)

                  SYMETRICS INDUSTRIES, INC. STOCK OPTION PLAN
                            (Full title of the plan)

                        Dudley E. Garner, Jr., President
                           Symetrics Industries, Inc.
                         557 North Harbor City Boulevard
                            Melbourne, Florida 32935
                     (Name and address of agent for service)

                                 (407) 254-1500
          (Telephone number, including area code, of agent for service)

                          Copies of communications to:

                           Suzan A. Abramson, Esquire
                           Grocock, Loftis & Abramson
                            126 East Jefferson Street
                                Orlando, FL 32801
                                 (407) 422-0300
Calculation of Registration Fee
                           -------------------------------

                                         Proposed         Proposed maximum
Title of securities   Amount to be    maximum offering   aggregate offering     Amount of
to be registered      registered(1)   price per share         price          registration fee
----------------      -------------   ---------------         -----          ----------------
Common Stock           120,000
($.25 par value)       shares(2)        $8.30 (3)          $996,000            $343.45
------------------------

(1)   Plus such additional  number of shares as may be required  pursuant to the
      Plan in the event of a stock split,  split-up of shares,  recapitalization
      or other similar change in the Common Stock.

(2)   Represents  the number of  additional  shares of Common Stock which may be
      purchased  upon  exercise  of  options  outstanding  or which  may  become
      outstanding under the Symetrics Industries, Inc. Stock Option Plan.

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457 by averaging (i) the weighted  average exercise price
      of outstanding  options and (ii) the average of the high and low prices of
      the  Registrant's  Common  Stock as reported on the NASD  National  Market
      System on October 3, 1996.
                                 ------------------------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
        --------------------------------------------------

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------
   
        The contents of  Symetrics  Industries,  Inc.  Registration Statement on
Form S-8. File No. 33-69930 are incorporated by reference herein.

Item 8. Exhibits.
        ---------

        The following exhibits are filed herewith:

        5.1   Opinion of  Grocock,  Loftis & Abramson as to the  legality of the
              securities being registered.

        23.1  Consent  of  Pricher  and  Company, Independent  Certified  Public
              Accountants.

        23.2  Consent of  Grocock,  Loftis &  Abramson  (included in its opinion
              filed as Exhibit 5.

                                     Page 2
SIGNATURES
                                   ----------

      Pursuant  to  the  requirements  of  this  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  City of  Melbourne,  State  of  Florida,  on the 3rd day of
October, 1996.

                                    SYMETRICS INDUSTRIES, INC.

                                    By:   /s/ Dudley E. Garner, Jr
                                       -----------------------------------------
                                          Dudley E. Garner, Jr., President

                                POWER OF ATTORNEY
                                -----------------

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and  appoints  DUDLEY E.  GARNER,  JR.,  his true and lawful
attorney-in-fact  and agent, 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   and  any   other   regulatory   authority,   granting   unto   said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully and to all  intents  and  purposes  as he might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.

      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.

Date:  August 6, 1996                      /s/ Dudley E. Garner, Jr.
     ----------------                   ----------------------------------------
                                        Dudley E. Garner, Jr., Chairman  of  the
                                        Board,  President, and  Chief  Executive
                                        Officer (Principal Executive Officer and
                                        Principal Financial Officer)

Date:  August 23, 1996                    /s/ Jane J. Beach
     -----------------                  ----------------------------------------
                                        Jane J. Beach, Director

                                     Page 3
Date:  September 3, 1996                   /s/ Earl J. Claire
     -------------------                 ---------------------------------------
                                         Earl J. Claire, Director

Date:  August 7, 1996                      /s/ Michael E. Terry
     ----------------                    ---------------------------------------
                                         Michael E. Terry, Director

Date:  August 27, 1996                     /s/ Edwin H. Eichler
     -----------------                   ---------------------------------------
                                         Edwin H. Eichler, Director

Date:  August 30, 1996                     /s/ Michael D. Jensen
     -----------------                   ---------------------------------------
                                         Michael D. Jensen, Director

Date:  August 6, 1996                      /s/ W. Campbell McKegg
     ----------------                    ---------------------------------------
                                         W.  Campbell  McKegg,   Vice  President
                                         Finance (Principal Accounting Officer)

                                     Page 4