As filed with the Securities and Exchange Commission on January 19, 1996
Registration No. 33-____________	



	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	                                     


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

	                                     


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

       CALIFORNIA             95-1906306              
(State of incorporation)      (I.R.S. Employer Identification No.)

	85 West Tasman Drive
	San Jose, California 95134-1703
	(Address, including zip code, of principal executive offices)
	                                        

	1990 EMPLOYEE STOCK PLAN
	1990 DIRECTOR OPTION PLAN
	(Full Titles of the Plans)
	                                     

	William D. Rasdal
	SymmetriCom, Inc.
	85 West Tasman Drive
	San Jose, California 95134-1703
	(Name and address of agent for service)

	(408) 943-9403
	(Telephone number, including area code, of agent for service)

	                                     


	Copies to:
	FRANCIS S. CURRIE, ESQ.
	WILSON, SONSINI, GOODRICH & ROSATI
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304




CALCULATION OF REGISTRATION FEE

Title of          Amount      Proposed      Proposed      Amount of
Securities to     to be       Maximum       Maximum     Registration
be Registered   Registered    Offering      Aggregate        Fee 
                   (1)        Price Per     Offering
                              Share (2)     Price (2)
Common Stock,
no par value     650,000      $ 10.0625    $6,540,625     $2,255.39        


(1)	Includes 500,000 shares to be registered under the 1990 
Employee Stock Plan (the "1990 Plan") and 150,000 shares to be
registered under the 1990 Director Option Plan (the "Director
Plan").

(2)	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 on January 18, 1996.


	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, 1995, 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, 1995, 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 Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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     1990 Employee Stock Plan
4.2*    Forms of Stock Option Agreement, Restricted Stock
        Purchase Agreement, Tandem Stock Option/SAR 
        Agreement, and Stock Appreciation Right Agreement for use with 1990 
        Employee Stock Plan
4.3     1990 Director Option Plan
4.4*   	Form of Director Option Agreement for use with 1990 
        Director Option 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)
___________

*	Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on Form S-8 (File No. 33-38384) filed with the 
Securities and Exchange Commission on December 24, 1990.


Item 9.  Undertakings.

	(a)  The undersigned Registrant hereby undertakes:

		(1)  To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement 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.

		(2)  That, for the purpose of determining any liability under 
the Securities Act of 1933, as amended (the "Securities 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 Securities 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 
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 indemnification 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 payment by the Registrant of expenses incurred or paid by 
a director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the 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 19, 1996.


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 Board and    January 19, 1996
(William D. Rasdal)          Chief Executive Officer
                           (Principal Executive Officer)


/s/ J. Scott Kamsler        Vice President, Finance and  January 19, 1996
(J. Scott Kamsler)            Chief Financial Officer
                              (Principal Financial and
                                 Accounting Officer)


/s/ Paul N. Risinger        Vice Chairman of the Board   January 19, 1996
(Paul N. Risinger)


/s/ Howard Anderson             Director                 January 19, 1996
(Howard Anderson)


/s/ Roger A. Strauch            Director                 January 19, 1996
(Roger A. Strauch)


/s/ Robert M. Wolfe             Director                 January 19, 1996
(Robert M Wolfe)


SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS


Exhibit
Number 	                                   Description             

4.1    1990 Employee Stock Plan

4.2*   Forms of Stock Option Agreement, Restricted Stock Purchase Agreement, 
Tandem Stock Option/SAR Agreement, and Stock Appreciation Right Agreement 
for use with 1990 Employee Stock Plan

4.3    1990 Director Option Plan

4.4*   Form of Director Option Agreement for use with 1990 Director Option
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).

___________

*	Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on Form S-8 (File No. 33-38384) filed with the 
Securities and Exchange Commission on December 24, 1990.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13121}]
{"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": "333-00333", "film-number": "96505722"}, "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": "95134-1703"}, "former-company": [{"former-conformed-name": "SILICON GENERAL INC", "date-changed": "19920703"}, {"former-conformed-name": "REDCOR CORP", "date-changed": "19820720"}]}
As filed with the Securities and Exchange Commission on January 19, 1996
Registration No. 33-____________	

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	                                     

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

	                                     

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

       CALIFORNIA             95-1906306              
(State of incorporation)      (I.R.S. Employer Identification No.)

	85 West Tasman Drive
	San Jose, California 95134-1703
	(Address, including zip code, of principal executive offices)
	                                        

	1990 EMPLOYEE STOCK PLAN
	1990 DIRECTOR OPTION PLAN
	(Full Titles of the Plans)
	                                     

	William D. Rasdal
	SymmetriCom, Inc.
	85 West Tasman Drive
	San Jose, California 95134-1703
	(Name and address of agent for service)

	(408) 943-9403
	(Telephone number, including area code, of agent for service)

	                                     

	Copies to:
	FRANCIS S. CURRIE, ESQ.
	WILSON, SONSINI, GOODRICH & ROSATI
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304

CALCULATION OF REGISTRATION FEE

Title of          Amount      Proposed      Proposed      Amount of
Securities to     to be       Maximum       Maximum     Registration
be Registered   Registered    Offering      Aggregate        Fee 
                   (1)        Price Per     Offering
                              Share (2)     Price (2)
Common Stock,
no par value     650,000      $ 10.0625    $6,540,625     $2,255.39        

(1)	Includes 500,000 shares to be registered under the 1990 
Employee Stock Plan (the "1990 Plan") and 150,000 shares to be
registered under the 1990 Director Option Plan (the "Director
Plan").

(2)	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 on January 18, 1996.

	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, 1995, 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, 1995, 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 Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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     1990 Employee Stock Plan
4.2*    Forms of Stock Option Agreement, Restricted Stock
        Purchase Agreement, Tandem Stock Option/SAR 
        Agreement, and Stock Appreciation Right Agreement for use with 1990 
        Employee Stock Plan
4.3     1990 Director Option Plan
4.4*   	Form of Director Option Agreement for use with 1990 
        Director Option 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)
___________

*	Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on Form S-8 (File No. 33-38384) filed with the 
Securities and Exchange Commission on December 24, 1990.

Item 9.  Undertakings.

	(a)  The undersigned Registrant hereby undertakes:

		(1)  To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement 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.

		(2)  That, for the purpose of determining any liability under 
the Securities Act of 1933, as amended (the "Securities 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 Securities 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 
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 indemnification 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 payment by the Registrant of expenses incurred or paid by 
a director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the 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 19, 1996.

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 Board and    January 19, 1996
(William D. Rasdal)          Chief Executive Officer
                           (Principal Executive Officer)

/s/ J. Scott Kamsler        Vice President, Finance and  January 19, 1996
(J. Scott Kamsler)            Chief Financial Officer
                              (Principal Financial and
                                 Accounting Officer)

/s/ Paul N. Risinger        Vice Chairman of the Board   January 19, 1996
(Paul N. Risinger)

/s/ Howard Anderson             Director                 January 19, 1996
(Howard Anderson)

/s/ Roger A. Strauch            Director                 January 19, 1996
(Roger A. Strauch)

/s/ Robert M. Wolfe             Director                 January 19, 1996
(Robert M Wolfe)

SYMMETRICOM, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit
Number 	                                   Description             

4.1    1990 Employee Stock Plan

4.2*   Forms of Stock Option Agreement, Restricted Stock Purchase Agreement, 
Tandem Stock Option/SAR Agreement, and Stock Appreciation Right Agreement 
for use with 1990 Employee Stock Plan

4.3    1990 Director Option Plan

4.4*   Form of Director Option Agreement for use with 1990 Director Option
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).

___________

*	Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on Form S-8 (File No. 33-38384) filed with the 
Securities and Exchange Commission on December 24, 1990.