As filed with the Securities and Exchange Commission on March 5, 1998
                                                 Registration No. 333-__________

================================================================================

                       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.)

                              2300 Orchard Parkway
                         San Jose, California 95131-1017
          (Address, including zip code, of principal executive offices)


                            1990 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)


                                William D. Rasdal
                                SymmetriCom, Inc.
                              2300 Orchard Parkway
                         San Jose, California 95131-1017
                     (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



================================================================================


<PAGE>








                   CALCULATION OF REGISTRATION FEE

================================================================================

Title of         Amount          Proposed            Proposed        Amount of
Securities to    to be        Maximum Offering   Maximum Aggregate  Registration
be Registered  Registered(1)  Price Per Share(2) Offering Price(2)     Fee
--------------------------------------------------------------------------------

Common Stock,
no par value     476,384         $9.1563           $4,361,915          $1,286.76
================================================================================


(1)   Pursuant  to Rule 429 of the  Securities  Act of  1933,  as  amended  (the
      "Securities  Act"),  the prospectus  delivered to  participants  under the
      registrant's  1990  Employee  Stock Plan also  relates to an  aggregate of
      2,667,102  shares initially  registered  under Form S-8 registration  nos.
      33-38384, 33-56042, 333-00333 and 333-21815.

(2)   Estimated  pursuant  to Rule  457(c)  of the  Securities  Act of 1933,  as
      amended (the "Act"),  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 March
      3, 1998, which average was $9.1563


<PAGE>


                                     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, 1997,  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 quarters ended
September  30, 1997,  and December 31, 1997 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.

                                      II-1
<PAGE>



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.

                                      II-2

<PAGE>
                    

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
      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.  333-00333)  filed  with the
 Securities and Exchange Commission on January 19, 1996.

**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.

                                     III-3
<PAGE>


      (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.



                                     III-4
<PAGE>





                                   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 March 5, 1998.


                                          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.



                                     III-5
<PAGE>


      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        March 5, 1998
(William D. Rasdal)           Chief Executive Officer
                              (Principal Executive Officer)


/s/ J. Scott Kamsler          Senior Vice President, Finance   March 5, 1998
(J. Scott Kamsler)            and Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)


/s/ Richard W. Oliver         Director                         March 5, 1998
(Richard W. Oliver)


/s/ Roger A. Strauch          Director                         March 5, 1998
(Roger A. Strauch)


/s/ Robert M. Wolfe           Director                         March 5, 1998
(Robert M. Wolfe)


                                     III-6
<PAGE>



                                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

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.  333-00333)  filed  with the
     Securities and Exchange Commission on January 19, 1996.

**   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.


                                     III-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15728}]
{"company-data": {"conformed-name": "SYMMETRICOM INC", "cik": "0000082628", "assigned-sic": "3661", "irs-number": "951906306", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47369", "film-number": "98558105"}, "business-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017", "phone": "4084287813"}, "mail-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017"}, "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 March 5, 1998
                                                 Registration No. 333-__________

================================================================================

                       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.)

                              2300 Orchard Parkway
                         San Jose, California 95131-1017
          (Address, including zip code, of principal executive offices)

                            1990 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)

                                William D. Rasdal
                                SymmetriCom, Inc.
                              2300 Orchard Parkway
                         San Jose, California 95131-1017
                     (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 Offering   Maximum Aggregate  Registration
be Registered  Registered(1)  Price Per Share(2) Offering Price(2)     Fee
--------------------------------------------------------------------------------

Common Stock,
no par value     476,384         $9.1563           $4,361,915          $1,286.76
================================================================================

(1)   Pursuant  to Rule 429 of the  Securities  Act of  1933,  as  amended  (the
      "Securities  Act"),  the prospectus  delivered to  participants  under the
      registrant's  1990  Employee  Stock Plan also  relates to an  aggregate of
      2,667,102  shares initially  registered  under Form S-8 registration  nos.
      33-38384, 33-56042, 333-00333 and 333-21815.

(2)   Estimated  pursuant  to Rule  457(c)  of the  Securities  Act of 1933,  as
      amended (the "Act"),  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 March
      3, 1998, which average was $9.1563
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, 1997,  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 quarters ended
September  30, 1997,  and December 31, 1997 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.

                                      II-1
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.

                                      II-2
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
      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.  333-00333)  filed  with the
 Securities and Exchange Commission on January 19, 1996.

**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.

                                     III-3
(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.

                                     III-4
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 March 5, 1998.

                                          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.

                                     III-5
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        March 5, 1998
(William D. Rasdal)           Chief Executive Officer
                              (Principal Executive Officer)

/s/ J. Scott Kamsler          Senior Vice President, Finance   March 5, 1998
(J. Scott Kamsler)            and Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

/s/ Richard W. Oliver         Director                         March 5, 1998
(Richard W. Oliver)

/s/ Roger A. Strauch          Director                         March 5, 1998
(Roger A. Strauch)

/s/ Robert M. Wolfe           Director                         March 5, 1998
(Robert M. Wolfe)

                                     III-6
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

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.  333-00333)  filed  with the
     Securities and Exchange Commission on January 19, 1996.

**   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.

                                     III-7