CALCULATION OF REGISTRATION FEE
  Title of       Amount      Proposed    Proposed    Amount of
Securities to    to be       Maximum     Maximum     Registration
be Registered  Registered    Offering    Aggregate   Fee
                             Price Per   Offering
                             Share(1)    Price(1)
_____________  __________    _________   _________   ____________
Common Stock,
no par value    450,000      $12.9375    $5,821,875    $2,008

(1)  Estimated solely for the purpose of calculating the
amount of the registration fee on the basis of the
average of the high and low prices of the Common Stock
reported in the NASDAQ National Market System on
December 29, 1994.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with 
the Securities and Exchange Commission:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1994, and amending Form 10-K/A, filed pursuant to 
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act").

(b)  The Registrant's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1994, filed pursuant to Section 13 of the Exchange 
Act.

(c)  The description of the Registrant's Common Stock contained in 
the Registrant's registration statement filed pursuant to the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

(d)  The description of the Registrant's Common Share Purchase 
Rights contained in the Registrant's registration statement on Form 8-A 
dated December 18, 1990, filed pursuant to Section 12 of the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

All documents subsequently filed by the Registrant pursuant to Sec-
tions 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or 
which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement and to be 
part hereof from the date of filing such documents.


Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 317 of the California Corporations Code ("Section 317") 
authorizes a corporation to indemnify a person against expenses and 
liabilities arising from third party or derivative actions to which the 
person is or is threatened to be made a party by reason of the fact that 
such person is or was an agent of the corporation, so long as such 
person acted in good faith and in a manner the person reasonably 
believed to be in the best interest of the corporation and, in the case 
of a criminal proceeding, had no reasonable cause to believe the conduct 
of the person was unlawful.  Section 317 requires a corporation to 
indemnify an agent who has been successful on the merits in defense of 
any third party or derivative action against expenses actually and 
reasonably incurred in connection therewith. The indemnification 
authorized by Section 317 is not exclusive of additional indemnification 
rights which an agent may have.

In accordance with Section 204 of the California Corporations Code, 
the Registrant's Articles of Incorporation eliminate the liability of 
directors for monetary damages to the fullest extent permissible under 
California law.  The Registrant's Articles of Incorporation also 
authorize the Registrant to indemnify the directors and officers to the 
fullest extent permissible under California law.

The Registrant's Bylaws require the Registrant to indemnify directors 
and officers of the Registrant, and authorize the Registrant to 
indemnify other agents, to the maximum extent permitted under the 
California Corporations Code.  Such provisions also apply to former 
directors, officers and agents of the Registrant, and persons serving as 
directors, officers or agents of another entity at the request of the 
Registrant.

The Registrant has entered into indemnification agreements with its 
directors and officers providing for indemnification of such directors 
and officers to the maximum extent permitted by law, including future 
changes to the law permitting broader indemnification than that 
currently permitted.  These agreements also resolve certain procedural 
and substantive matters that are not covered, or are covered in less 
detail, in the California Corporations Code or the Registrant's Bylaws.

The Registrant currently maintains liability insurance for its 
directors and officers.


Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit Number

4.1   Symmetricom, Inc. Employee Stock Purchase Plan
5.1   Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
      legality of securities being registered
23.1  Independent Auditors' Consent
23.2  Consent of Counsel (contained in Exhibit 5.1)
24.1  Power of Attorney (See signature page)


Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registra-tion 
statement to include any material information with respect to the plan 
of distribution not previously disclosed in the registra-tion statement 
or any material change to such information in the registration 
statement.

     (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, as amended (the "Securities Act"), 
each such post-effec-tive 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 Securities Act, each filing of 
the Registrant's annual report pursuant to Sec-tion 13(a) or 
Section 15(d) of the Exchange Act (and, where appli-cable, 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 
state-ment 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 
Securities 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 
Securities and Exchange Commission such indemni-fication is against 
public policy as expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against 
such liabilities (other than the pay-ment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

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 City of San Jose, State 
of California, on January 4, 1995.


                                          SYMMETRICOM, INC.


                                          By: /s/ William D. Rasdal
                                              _____________________
                                              William D. Rasdal, 
                                              Chairman of the Board and 
                                              Chief Executive Officer


POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints William D. Rasdal and J. Scott 
Kamsler, jointly and severally, his attorneys-in-fact, each with the 
power of substitution, for him in any and all capacities, to sign any 
amendments to this registration statement on Form S-8, and to file the 
same, with exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorney-in-fact, or his substitute or 
substitutes, may 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.


       SIGNATURE                  TITLE                 DATE       

/s/ William D. Rasdal      Chairman of the             January 4, 1995
   (William D. Rasdal)     Board and Chief
                           Executive Officer
                           (Principal Executive
                           Officer)


/s/ J. Scott Kamsler       Vice President,             January 4, 1995
   (J. Scott Kamsler)      Finance, Chief 
                           Financial Officer and
                           Secretary
                           (Principal Financial
                           and Accounting
                           Officer)


/s/ Paul N. Risinger       Vice Chairman of            January 4, 1995
   (Paul N. Risinger)      the Board


/s/ Howard Anderson        Director                    January 4, 1995
   (Howard Anderson)


/s/ Robert M. Wolfe        Director                    January 4, 1995
   (Robert M. Wolfe)

SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit
Number     Description                             

4.1        Symmetricom, Inc. Employee Stock Purchase Plan

5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
           legality of securities being registered

23.1       Independent Auditors' Consent

23.2       Consent of Counsel                Contained in Exhibit 5.1

24.1       Power of Attorney                 Signature Page of
                                             Registration Statement
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11193}]
{"company-data": {"conformed-name": "SYMMETRICOM INC", "cik": "0000082628", "assigned-sic": "3674", "irs-number": "951906306", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57163", "film-number": "95500219"}, "business-address": {"street1": "85 W TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134-1703", "phone": "4089439403"}, "mail-address": {"street1": "85 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "951341703"}, "former-company": [{"former-conformed-name": "SILICON GENERAL INC", "date-changed": "19920703"}, {"former-conformed-name": "REDCOR CORP", "date-changed": "19820720"}]}
CALCULATION OF REGISTRATION FEE
  Title of       Amount      Proposed    Proposed    Amount of
Securities to    to be       Maximum     Maximum     Registration
be Registered  Registered    Offering    Aggregate   Fee
                             Price Per   Offering
                             Share(1)    Price(1)
_____________  __________    _________   _________   ____________
Common Stock,
no par value    450,000      $12.9375    $5,821,875    $2,008

(1)  Estimated solely for the purpose of calculating the
amount of the registration fee on the basis of the
average of the high and low prices of the Common Stock
reported in the NASDAQ National Market System on
December 29, 1994.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with 
the Securities and Exchange Commission:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1994, and amending Form 10-K/A, filed pursuant to 
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act").

(b)  The Registrant's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1994, filed pursuant to Section 13 of the Exchange 
Act.

(c)  The description of the Registrant's Common Stock contained in 
the Registrant's registration statement filed pursuant to the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

(d)  The description of the Registrant's Common Share Purchase 
Rights contained in the Registrant's registration statement on Form 8-A 
dated December 18, 1990, filed pursuant to Section 12 of the Exchange 
Act, including any amendment or report filed for the purpose of updating 
such description.

All documents subsequently filed by the Registrant pursuant to Sec-
tions 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or 
which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement and to be 
part hereof from the date of filing such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 317 of the California Corporations Code ("Section 317") 
authorizes a corporation to indemnify a person against expenses and 
liabilities arising from third party or derivative actions to which the 
person is or is threatened to be made a party by reason of the fact that 
such person is or was an agent of the corporation, so long as such 
person acted in good faith and in a manner the person reasonably 
believed to be in the best interest of the corporation and, in the case 
of a criminal proceeding, had no reasonable cause to believe the conduct 
of the person was unlawful.  Section 317 requires a corporation to 
indemnify an agent who has been successful on the merits in defense of 
any third party or derivative action against expenses actually and 
reasonably incurred in connection therewith. The indemnification 
authorized by Section 317 is not exclusive of additional indemnification 
rights which an agent may have.

In accordance with Section 204 of the California Corporations Code, 
the Registrant's Articles of Incorporation eliminate the liability of 
directors for monetary damages to the fullest extent permissible under 
California law.  The Registrant's Articles of Incorporation also 
authorize the Registrant to indemnify the directors and officers to the 
fullest extent permissible under California law.

The Registrant's Bylaws require the Registrant to indemnify directors 
and officers of the Registrant, and authorize the Registrant to 
indemnify other agents, to the maximum extent permitted under the 
California Corporations Code.  Such provisions also apply to former 
directors, officers and agents of the Registrant, and persons serving as 
directors, officers or agents of another entity at the request of the 
Registrant.

The Registrant has entered into indemnification agreements with its 
directors and officers providing for indemnification of such directors 
and officers to the maximum extent permitted by law, including future 
changes to the law permitting broader indemnification than that 
currently permitted.  These agreements also resolve certain procedural 
and substantive matters that are not covered, or are covered in less 
detail, in the California Corporations Code or the Registrant's Bylaws.

The Registrant currently maintains liability insurance for its 
directors and officers.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit Number

4.1   Symmetricom, Inc. Employee Stock Purchase Plan
5.1   Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
      legality of securities being registered
23.1  Independent Auditors' Consent
23.2  Consent of Counsel (contained in Exhibit 5.1)
24.1  Power of Attorney (See signature page)

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registra-tion 
statement to include any material information with respect to the plan 
of distribution not previously disclosed in the registra-tion statement 
or any material change to such information in the registration 
statement.

     (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, as amended (the "Securities Act"), 
each such post-effec-tive 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 Securities Act, each filing of 
the Registrant's annual report pursuant to Sec-tion 13(a) or 
Section 15(d) of the Exchange Act (and, where appli-cable, 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 
state-ment 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 
Securities 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 
Securities and Exchange Commission such indemni-fication is against 
public policy as expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against 
such liabilities (other than the pay-ment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

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 City of San Jose, State 
of California, on January 4, 1995.

                                          SYMMETRICOM, INC.

                                          By: /s/ William D. Rasdal
                                              _____________________
                                              William D. Rasdal, 
                                              Chairman of the Board and 
                                              Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints William D. Rasdal and J. Scott 
Kamsler, jointly and severally, his attorneys-in-fact, each with the 
power of substitution, for him in any and all capacities, to sign any 
amendments to this registration statement on Form S-8, and to file the 
same, with exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorney-in-fact, or his substitute or 
substitutes, may 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.

       SIGNATURE                  TITLE                 DATE       

/s/ William D. Rasdal      Chairman of the             January 4, 1995
   (William D. Rasdal)     Board and Chief
                           Executive Officer
                           (Principal Executive
                           Officer)

/s/ J. Scott Kamsler       Vice President,             January 4, 1995
   (J. Scott Kamsler)      Finance, Chief 
                           Financial Officer and
                           Secretary
                           (Principal Financial
                           and Accounting
                           Officer)

/s/ Paul N. Risinger       Vice Chairman of            January 4, 1995
   (Paul N. Risinger)      the Board

/s/ Howard Anderson        Director                    January 4, 1995
   (Howard Anderson)

/s/ Robert M. Wolfe        Director                    January 4, 1995
   (Robert M. Wolfe)

SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit
Number     Description                             

4.1        Symmetricom, Inc. Employee Stock Purchase Plan

5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
           legality of securities being registered

23.1       Independent Auditors' Consent

23.2       Consent of Counsel                Contained in Exhibit 5.1

24.1       Power of Attorney                 Signature Page of
                                             Registration Statement