ITEM 1. Business
	SymmetriCom, Inc. (the "Company") was incorporated in California in 1956. The Company conducts its business through two separate operations, Telecom Solutions and Linfinity Microelectronics Inc. (Linfinity). Each operates in a different industry segment. Telecom Solutions principally designs, manufactures and markets specialized transmission, synchronization and intelligent access systems for both domestic and international telecommunications service providers. Linfinity principally designs, manufactures and markets linear and mixed signal integrated circuits for use in intelligent power management, motion control and signal conditioning applications in commercial, industrial, and defense and space markets.
Telecom Solutions
	Telecom Solutions offers a broad range of time reference, or synchronization, products and digital terminal products for the telecommunications industry. Reliable synchronization is fundamental to telecommunications services as the orderly and error free transmission of data would be impossible without it. The Company's core synchronization products consist principally of quartz and rubidium based Digital Clock Distributors (DCDs), which provide highly accurate and uninterruptible clocks that meet the synchronization requirements of digital networks. Telecom Solutions has established itself as a leader in telephone digital network synchronization and has introduced a series of DCDs and related products. These products provide the critical timing which enables telecommunications service providers to synchronize precisely such diverse telephone network elements as digital switches, digital cross-connect systems and multiplexers for customers who are dependent upon high quality data transmission.
	Customer requirements for synchronization are increasing in complexity as telecommunications service providers implement new transmission technologies. During fiscal 1994, Telecom Solutions developed a new synchronization platform, the DCD500 Series, in response to evolving network requirements, such as new digital services being provided, the Synchronous Optical Network (SONET) and the Signaling System Seven (SS7) network. Additionally, the platform meets the international standards required for deployment in a Synchronous Digital Hierarchy network. During fiscal 1995, the Company significantly enhanced the DCD500 Series by adding network management functionality and performance monitoring capabilities. Such capabilities include network alarm surveillance, central location monitoring and additional clock functions.
	A second synchronization platform was also developed in fiscal 1994, the DCD Local Primary Reference (LPR), which provides the ability to cost effectively use Global Positioning System (GPS) and Long Range Navigation (LORAN-C) satellite and land navigation services to provide direct Stratum 1 traceable synchronization at offices equipped with DCD systems. The DCD Integrated Local Primary Reference (ILPR), introduced in fiscal 1995, integrates the LPR and the DCD in a single package. Additionally, a primary reference clock was introduced in fiscal 1994 as Telecom Solutions first Master Clock for telecommunications networks.
	Telecom Solutions synchronization systems are typically priced from $3,000 to $40,000.
	In the first quarter of fiscal 1994, the Company acquired Navstar Limited, a United Kingdom company, and its U.S. affiliate (collectively "Navstar"). Navstar develops and manufactures systems that use global positioning technology to determine precise geographic locations and elevations to an accuracy of a few centimeters. GPS receivers are used internally in the Company's synchronization products, such as the LPR and ILPR. Navstar products are also sold in the survey, positioning and location markets. Navstar products are typically priced from $300 to $10,000.
	Telecom Solutions digital terminal products include the Integrated Digital Services Terminal (IDST) and Secure 7. The IDST is a network access system designed for use in telephone company central and end offices. Customers have deployed the IDST primarily as a transmission, monitoring and test access vehicle for SS7 networks, which provides maintenance personnel with flexible, centralized remote access to SS7 links for troubleshooting and performance verification, resulting in a comprehensive solution in the monitoring and transport of links requiring increased reliability. The IDST can also be deployed as an intelligent digital terminal, an intelligent network element providing connectivity between the transport network and customer-serving side of the network. The IDST enhances the network with distributed digital cross-connect functionality and provides subrate, multipoint, test and surveillance capabilities to the subscriber loop.
	Secure 7, a new product introduced in fiscal 1995, and to be shipped in fiscal 1996, is a multi-bandwidth digital transmission terminal designed for critical networks, such as SS7 data links, E911 services and customer data communications networks. By design, Secure 7 is highly reliable and provides network access and system automatic route diversity for these critical data applications.
	Digital terminal products are typically priced at less than $20,000 for a small system to more than $300,000 for a large system.
	The Company supplies its synchronization systems and digital terminal products predominantly to the seven Regional Bell Operating Companies (RBOCs), independent telephone companies, interexchange carriers and international telecommunications service providers. Navstar predominantly sells it products to Telecom Solutions, the U.S. Government, original equipment manufacturers (OEMs) and international customers.
Linfinity Microelectronics Inc.
	During July 1993, substantially all of the assets and liabilities of the Company's Semiconductor Group were transferred to Linfinity, a newly- formed subsidiary of the Company. Linfinity products principally include linear and mixed signal, standard and custom integrated circuits (ICs) primarily for use in intelligent power management, motion control and signal conditioning applications in the commercial, industrial, and defense and space markets. Linfinity derives a substantial portion of its sales from power management products including pulse width modulators which shape and manage the characteristics of voltage, linear voltage regulators which control the power supply output levels, supervisory circuits which monitor power supply and power factor correction ICs which reduce energy consumption in fluorescent lighting and other applications. Additionally, a significant portion of Linfinity sales is attributable to motion control ICs for the computer disk drive industry. These ICs control the rotation of the disk and the position of the read-write head. Signal conditioning ICs are a relatively new product line for Linfinity. Signal conditioning ICs translate and buffer analog signals from sensors in a variety of industrial, computer, communications and automotive systems.
	Linfinity manufactures linear and mixed signal ICs utilizing bipolar and bipolar complementary metal oxide silicon (BiCMOS) wafer fabrication processes. Linfinity also sells ICs utilizing CMOS wafer fabrication processes. Linfinity's strategy is to continue development of more market driven standard products which are primarily used in computer and data storage, lighting, automotive, communications equipment, test equipment, instrumentation, and defense and space equipment. Linfinity products are generally priced from $0.30 to $5.00 for commercial and industrial applications, $2.50 to $22.00 for defense applications and $200 to $500 for high reliability defense and space applications.
	Linfinity sells its products in the commercial, industrial, and defense and space markets to OEMs and distributors.
Industry Segment Information
	Information as to net sales, operating income and identifiable assets attributable to each of the Company's two industry segments for each year in the three-year period ended June 30, 1995, is contained in Note L of the Notes to Consolidated Financial Statements included in the Company's 1995 Annual Report (the "Annual Report"), which Note is incorporated herein by reference to Excerpts of the Annual Report.
Marketing
	In the United States, Telecom Solutions markets and sells most of its products through its own sales force to telephone and telecommunications service providers. Internationally, Telecom Solutions markets and sells its products through its own sales operation in the United Kingdom and independent sales representatives and distributors elsewhere. In the United States and internationally, Linfinity sells its products through its own sales force and independent sales representatives to original equipment manufacturers and distributors.
Licensing and Patents
	The Company incorporates a combination of trademark, copyright and patent registration, contractual restrictions and internal security to establish and protect its proprietary rights. The Company has United States patents and patent applications pending covering certain technology used by its Telecom Solutions and Linfinity operations. In addition, both operations use technology licensed from others. However, while the Company believes that its patents have value, the Company relies primarily on innovation, technological expertise and marketing competence to maintain its competitive advantage. The telecommunications and semiconductor industries are both characterized by the existence of a large number of patents and frequent litigation based on allegations of patent infringement. The Company intends to continue its efforts to obtain patents, whenever possible, but there can be no assurance that any patents obtained will not be challenged, invalidated or circumvented or that the rights granted will provide any commercial benefit to the Company. Additionally, if any of the Company's processes or designs are identified as infringing upon patents held by others, there can be no assurances that a license will be available or that the terms of obtaining any such license will be acceptable to the Company.
Manufacturing
	The Telecom Solutions manufacturing process consists primarily of in- house electrical assembly and test performed by the Company's wholly-owned subsidiary in Aguada, Puerto Rico. Additionally, the Company's wholly-owned subsidiary, Navstar, in England performs in-house electrical assembly and test of its GPS receivers.
	The Linfinity manufacturing process consists primarily of bipolar and BiCMOS wafer fabrication, component assembly and final test. Its ICs are principally fabricated in the Company's wafer fabrication facility in Garden Grove, California. However, Linfinity also utilizes outside services to perform certain operations during the fabrication process. In addition, most of Linfinity's ICs utilizing CMOS wafer processes are currently manufactured by outside semiconductor foundries. Component assembly and final test are performed in the Far East by independent subcontract manufacturers or in Garden Grove by employees.
	The Company primarily uses standard parts and components and standard subcontract assembly and test, which are generally available from multiple sources. The Company, to date, has not experienced any significant delays in obtaining needed standard parts, single source components or services from its suppliers but there can be no assurance that such problems will not develop in the future. Additionally, the Company believes that the semiconductor industry's IC production may not meet the demand for complex components from the telecommunications and automotive industries in the near future. However, the Company maintains a reserve of certain ICs, certain single source components and seeks alternative suppliers where possible. The Company believes that a lack of availability of ICs or single source components would have an adverse effect on the Company's operating results.
Backlog
	The Company's backlog was approximately $21,600,000 at June 30, 1995, compared to approximately $18,000,000 at June 30, 1994. Backlog consists of orders which are expected to be shipped within the next twelve months. However, the Company does not believe that current or future backlog levels are meaningful indicators of future revenue levels. Furthermore, most orders in backlog can be rescheduled or canceled without significant penalty. Telecom Solutions backlog was approximately $5,100,000 at both June 30, 1995 and 1994. Historically, a substantial portion of Telecom Solutions net sales in any fiscal period has been derived from orders received during that period. Linfinity backlog was approximately $16,500,000 and $12,900,000 at June 30, 1995 and 1994, respectively. Linfinity backlog is dependent on the cyclical nature of customer demand in each of its markets.
Key Customers and Export Sales
	One of Telecom Solutions' customers, Southwestern Bell Telephone, accounted for 11% of the Company's net sales in fiscal 1995. No customer accounted for 10% or more of net sales in fiscal years 1994 or 1993. Export sales, primarily to the Far East, Canada and Western Europe accounted for 24%, 19% and 13% of the Company's net sales in fiscal years 1995, 1994 and 1993, respectively.
International sales may be subject to certain risks, including but not limited to, foreign currency fluctuations, export restrictions, longer payment cycles and unexpected changes in regulatory requirements or tariffs. Gains and losses on the conversion to U.S. dollars of foreign currency accounts receivable and accounts payable arising from international operations may in the future contribute to fluctuations in the Company's business and operating results. Sales and purchase obligations denominated in foreign currencies have not been significant. Accordingly, the Company does not currently engage in foreign currency hedging activities or derivative arrangements but may do so in the future to the extent that such obligations become more significant. Additionally, currency fluctuations could have an adverse effect on the demand for the Company's products in foreign markets.
Competition
	The businesses in which the Company is engaged are highly competitive. A number of the Company's competitors or potential competitors have been in operation for a much longer period of time than the Company, have greater financial, manufacturing, technical and marketing resources, and are able to or could offer much broader lines of products than are presently marketed by the Company.
	Telecom Solutions competes primarily on product reliability and performance, adherence to standards, customer service and, to a lesser extent, price. The Company believes that Telecom Solutions generally competes favorably with respect to these factors.
	Linfinity competes primarily on price, product reliability and performance, delivery time, and customer service. Linfinity has a broad spectrum of customers predominantly in North America, the Far East and Europe. Large multinational companies as well as smaller, focused niche companies compete with Linfinity in North America. Primarily large multinational companies compete with Linfinity in the Far East and Europe. The Company believes that Linfinity generally competes favorably with respect to these factors.
	There can be no assurance that either Telecom Solutions or Linfinity will be able to compete successfully in the future. The Company's ability to compete successfully is dependent upon its response to changing technology and customer requirements, development or acquisition of new products, continued improvement of existing products, cost effectiveness and market acceptance of the Company's products.
Research and Development
	The Company has actively pursued the application of new technology in the industries in which it competes and has its own staff of engineers and technicians who are responsible for the design and development of new products. In fiscal years 1995, 1994 and 1993, the Company's overall research and development expenditures were $13,407,000, $11,454,000, and $8,355,000, respectively. All research and development expenditures were expensed as incurred. At June 30, 1995, 76 engineering and engineering support employees were engaged in development activities. Telecom Solutions focused its development efforts in fiscal year 1995 on enhancement of the DCD500 Series and related synchronization products. Network management functionality and monitoring capabilities were added to the DCD500 Series. Additionally, the new digital terminal product, Secure 7, was designed and introduced in fiscal 1995, and expected to be shipped in fiscal 1996. Telecom Solutions research and development expenditures were $8,457,000, $7,821,000 and $6,374,000 in fiscal years 1995, 1994 and 1993, respectively. Linfinity continued to focus its development efforts in fiscal year 1995 on improving its design capabilities, improving its bipolar and BiCMOS process technologies and new product development. New products, which include but are not limited to low drop out regulators, power factor correction circuits and spindle drivers for use in power management, motion control and signal conditioning applications are currently in the production stage. Enhancement of these products incorporating increased functionality, and additional new products are in the development stage. Linfinity research and development expenditures were $4,950,000, $3,633,000 and $1,981,000 in fiscal years 1995, 1994 and 1993, respectively. The Company will continue to make significant investments in product development, although there can be no assurance that the Company will be able to develop proprietary products in the future which will be accepted in its markets.
Government Regulation
	The telecommunications industry is subject to government regulatory policies regarding pricing, taxation and tariffs which may adversely impact the demand for the Company's telecommunications products. These policies are continuously reviewed and subject to change by the various governmental agencies. The Company is also subject to government regulations which set installation and equipment standards for newly installed hardware. Furthermore, there is certain legislation before the United States Congress which, if enacted, would remove the current legal restrictions on the RBOCs that prohibit them from manufacturing telecommunications equipment and providing certain interexchange and long-distance services.
Environmental Regulation
	The Company's operations are subject to numerous federal, state and local environmental regulations related to the storage, use, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in its manufacturing process. Failure to comply with such regulations could result in suspension or cessation of the Company's operations, could require significant capital expenditures, or could subject the Company to significant future liabilities.
Employees
	At June 30, 1995, the Company had 651 employees, including 387 in manufacturing, 100 in engineering and 164 in sales, marketing and administration. At June 30, 1995, Telecom Solutions had 413 employees and Linfinity had 238 employees. The Company believes that its future success is highly dependent on its ability to attract and retain highly qualified management, sales, marketing and technical personnel. Accordingly, the Company maintains employee incentive and stock plans for certain of its employees. Additionally, Linfinity maintains a separate employee stock option plan for certain Linfinity employees. No Company employees are represented by a labor union, and the Company has experienced no work stoppages. The Company believes that its employee relations are good.
Operating Results and Stock Price Volatility
	Future Company operating results will largely depend upon (i) the Company's ability to implement new technologies and develop new products, (ii) the Company's ability to market and sell new products, (iii) the Company's response to increased competition, (iv) changes in product mix and (v) manufacturing efficiencies. Future Telecom Solutions operating results for a fiscal period will continue to be, as past results have been, highly dependent upon the receipt and shipment of customer orders during that fiscal period. Future Linfinity operating results will also be subject to the cyclical nature of the semiconductor industry.
	The Company's stock price has been and may continue to be subject to significant volatility. Many factors, including any shortfall in sales or earnings from levels expected by securities analysts and investors could have an immediate and significant adverse effect on the trading price of the Company's common stock.
ITEM 2.

ITEM 2.		Properties
	The following are the principal facilities of the Company as of June 30, 1995:
						 		Approximate		Owned/Lease 				 Principal 	 	Floor Area	 	Expiration Location		 		Operations		 (Sq. Ft.)	 Date
San Jose, California Corporate Offices, 					and Telecom Solutions 				 	administration, 		 			sales, engineering 	 			and manufacturing 47,000			July 1997
Aguada, Puerto Rico Telecom Solutions 	 			manufacturing 22,000			September 2000
Aguada, Puerto Rico	 Telecom Solutions 				 manufacturing 23,000			September 1999
Northampton,	 Navstar administration, England			 sales, engineering and 				 manufacturing 18,000			April 1999
Garden Grove,	 Linfinity administration, California		 sales, engineering 				 and manufacturing 96,000			Owned
Garden Grove,	 Linfinity wafer California		 fabrication	 9,000		 Owned
	The 96,000 square foot facility located in Garden Grove, California is subject to an encumbrance as described in Note E of the Notes to Consolidated Financial Statements which information is incorporated herein by reference to Excerpts of the Annual Report. The Company believes that its current facilities are well maintained and generally adequate to meet short-term requirements.
ITEM 3.

ITEM 3.		Legal Proceedings
	In January 1994, a complaint was filed in the United States District Court for the Northern District of California against the Company and three of its officers, by one of the Company's shareholders. The plaintiff requested that the court certify him as representative of a class of persons who purchased shares of the Company's common stock during a specified period in 1993. The complaint alleges that false and misleading statements made during that period artificially inflated the price of the Company's common stock in violation of federal securities laws. There is no specific amount of damages requested in the complaint. Limited discovery has occurred and no trial date has been set. The Company and its officers believe that the complaint is entirely without merit, and intend to vigorously defend against the action. The Company is also a party to certain other claims which are normal in the course of its operations. While the results of such claims cannot be predicted with certainty, management, after consultation with counsel, believes that the final outcome of such matters will not have a material adverse effect on the Company's financial position or results of operations.
ITEM 4.

ITEM 4.		Submission of Matters to a Vote of Security Holders
	No matters were submitted to a vote of the security holders of the Company during the last quarter of the fiscal year ended June 30, 1995.
Executive Officers of the Company
	Following is a list of the executive officers of the Company and brief summaries of their business experience. All officers, including executive officers, are elected annually by the Board of Directors at its meeting following the annual meeting of shareholders. The Company is not aware of any officer who was elected to the office pursuant to any arrangement or understanding with another person.
Name		 				Age		Position
William D. Rasdal		62		Chairman of the Board and Chief Executive Officer
Paul N. Risinger 		62		Vice Chairman and Assistant Secretary
J. Scott Kamsler			47		Vice President, Finance, Chief Financial Officer and Secretary
D. Ronald Duren 		52		President and Chief Operating Officer, Telecom Solutions
Dale Pelletier	 		44		Vice President, Operations, Telecom Solutions
Brad P. Whitney 		41 		President and Chief Operating Officer, Linfinity Microelectronics Inc.
	Mr. Rasdal has served as Chairman of the Board of the Company since July 1989 and as Chief Executive Officer since joining the Company in November 1985. From November 1985 until July 1989, Mr. Rasdal was President and a Director of the Company. From March 1980 until March 1985, Mr. Rasdal was associated with Granger Associates, a manufacturer of telecommunications products. His last position with Granger Associates was President and Chief Operating Officer. From November 1972 to January 1980, Mr. Rasdal was employed by Avantek as Vice President and Division Manager for Avantek's microwave integrated circuit and semiconductor operations. For the thirteen years prior to joining Avantek, he was associated with TRW in various management positions.
	Mr. Risinger has served as Vice Chairman of the Company since August 1990 and as a Director of the Company since March 1989. From November 1985, when Mr. Risinger joined the Company, until August 1990, he served as Executive Vice President, Advanced Marketing and Technology (AMAT). From April 1981 to May 1985, Mr. Risinger served as Executive Vice President, AMAT, for Granger Associates and was responsible for the development of new businesses for the Digital Signal Processing Division. For four years prior thereto, he served as Executive Vice President and Chief Operating Officer of the Safariland Companies, a manufacturer of equipment and accessories in the public safety field. Prior to joining Safariland, Mr. Risinger was associated with TRW in various management roles in marketing, research and development, and general management for seventeen years.
	Mr. Kamsler has served as Vice President, Finance, Chief Financial Officer and Secretary since joining the Company in October 1989. Mr. Kamsler has also served as a Director of DSP Technology Inc., a manufacturer of computer automated measurement and control instrumentation, since November 1988. Prior to October 1989, Mr. Kamsler served as Vice President, Finance and Chief Financial Officer of Solitec, Inc. (January 1984 to September 1989), a manufacturer of semiconductor production equipment, DSP Technology Inc. (April 1984 to September 1989), a former affiliate of Solitec, and E-H International, Inc. (March 1982 to January 1984), a manufacturer of automatic test equipment, disk and tape drive controllers, and printed circuit boards. From November 1977 until January 1982, Mr. Kamsler held various finance positions with Intel Corporation.
	Mr. Duren has served as President and Chief Operating Officer, Telecom Solutions since August 1990. From August 1988 until August 1990, Mr. Duren served as Vice President, Sales, Telecom Solutions. From July 1986, when Mr. Duren joined the Company, until August 1988, he held the position of Director of Marketing and Sales, Telecom Solutions. For three years prior to joining the Company, Mr. Duren served as Vice President, Telco Sales for Granger Associates. Previously, Mr. Duren served in various management positions with AT&T for seventeen years.
	Mr. Pelletier has served as Vice President, Operations, Telecom Solutions since November 1993. From July 1993 until November 1993, Mr. Pelletier served as Vice President and General Manager, Telecom Solutions. From July 1992 until July 1993, Mr. Pelletier served as General Manager, Synchronization Division, Telecom Solutions. From August 1990 until July 1992, he served as Synchronization Division Manager, Telecom Solutions. From August 1989 until August 1990, Mr. Pelletier served as Operations Manager, Telecom and Analog Solutions Divisions. From August 1986, when Mr. Pelletier joined the Company, until August 1989, he held the position of Manufacturing Manager, Telecom Solutions. Previously, Mr. Pelletier served in various finance and manufacturing positions for nine years with several manufacturing companies.
	Mr. Whitney joined the Company in November 1992 as President and Chief Operating Officer for Linfinity Microelectronics Inc. and has served in such capacity since that date. He joined the Company after twelve years with Texas Instruments (TI), an electronics company. From November 1990 to November 1992, Mr. Whitney was the Standard Linear Products Manager, Semiconductor Group at TI. From December 1985 to November 1990, Mr. Whitney was the Op Amps Product Manager, Semiconductor Group. From November 1983 through November 1985, Mr. Whitney held various positions within the Voltage Regulator Product Group at TI. For the three years prior to working in the Semiconductor Group, Mr. Whitney was associated with the Consumer Products Group. His last position in this Group was as IC Development Manager, Home Computer Division. Prior to joining TI, Mr. Whitney was an Engineering Supervisor and Instructor for the University of Southwestern Louisiana Departments of Computer Science and Electrical Engineering.
PART II
ITEM 5.

ITEM 5.		Market for the Registrant's Common Stock and Related Stockholder Matters
	The information set forth under the caption "Quarterly Results and Stock Market Data (unaudited)" is incorporated herein by reference to Excerpts of the Annual Report.
ITEM 6.

ITEM 6.		Selected Financial Data
	The information set forth under the captions "Financial Highlights," "Five Year Selected Financial Data" and the fourth sentence of footnote A to the information set forth under the caption "Quarterly Results and Stock Market Data (unaudited)" is incorporated herein by reference to Excerpts of the Annual Report.
ITEM 7.

ITEM 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations
	The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" is incorporated herein by reference to Excerpts of the Annual Report.
ITEM 8.

ITEM 8.		Financial Statements and Supplementary Data
	The Consolidated Financial Statements, together with the report thereon of Deloitte & Touche LLP dated July 25, 1995, are incorporated herein by reference to Excerpts of the Annual Report.
ITEM 9.

ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Not applicable.
PART III
ITEM 10.

ITEM 10.		Directors and Executive Officers of the Registrant
	Information regarding directors appearing under the caption "Proposal No. One - Election of Directors--Nominees" on pages 2 and 3 of the Company's Proxy Statement for the 1995 Annual Meeting of Shareholders filed with the Commission on September 22, 1995, (the "Proxy Statement") is incorporated herein by reference.
	Information regarding executive officers is included in Part I hereof under the heading "Executive Officers of the Company" immediately following Item 4 in Part I hereof.
	Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated herein by reference from the section entitled "Other Information--Compliance with Section 16 of the Securities Exchange Act of 1934" appearing on page 15 of the Proxy Statement.
ITEM 11.

ITEM 11.		Executive Compensation
	Incorporated herein by reference to the Proxy Statement under the captions "Proposal No. One - Election of Directors--Nominees" on pages 2 and 3, "Executive Officer Compensation" on pages 17, 18 and 19, "Proposal No. One - Election of Directors--Director Compensation" on page 4 and "Certain Transactions" on page 19.
ITEM 12.

ITEM 12.		Security Ownership of Certain Beneficial Owners and Management
	Incorporated herein by reference to the Proxy Statement under the caption "Other Information--Share Ownership by Principal Shareholders and Management" on pages 15 and 16.
ITEM 13.

ITEM 13.		Certain Relationships and Related Transactions
	Incorporated herein by reference to the Proxy Statement under the caption "Certain Transactions" on page 19.
PART IV
ITEM 14.

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
	(a)	Financial Statements and Financial Statement Schedules
		The following documents are filed as part of this report:
			1.	Financial Statements*:
				Consolidated Balance Sheets at June 30, 1995 and 1994 				Consolidated Statements of Operations for the years ended June 30, 1995, 1994 and 1993 				Consolidated Statements of Shareholders' Equity for the years ended June 30, 1995, 				1994 and 1993 				Consolidated Statements of Cash Flows for the years ended June 30, 1995, 1994 and 				Notes to Consolidated Financial Statements 				Independent Auditors' Report
*	Incorporated herein by reference to Excerpts of the Company's 1995 Annual Report
			2. 	Financial Statement Schedules:
				Independent Auditors' Report 				For the three fiscal years ended June 30, 1995, Schedule II, Valuation and Qualifying Accounts and Reserves
	All other schedules have been omitted because they are not applicable, not required, or the required information is included in the Consolidated Financial Statements or notes thereto.
			3.	Exhibits:
				See Item 14(c) below.
	(b)	Reports on Form 8-K
				No reports on Form 8-K were filed during the last quarter of the fiscal year ended June 30, 1995.
	(c)	Exhibits
				The exhibits listed on the accompanying index immediately following the signature page are filed as a part of this report.
	(d)	Financial Statement Schedules
				See Item 14(a) above.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders SymmetriCom, Inc.
	We have audited the consolidated financial statements of SymmetriCom, Inc. as of June 30, 1995 and 1994, and for each of the three years in the period ended June 30, 1995, and have issued our report thereon dated July 25, 1995; such financial statements and report are included in your 1995 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of SymmetriCom, Inc. listed in Item 14(a)2. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP _________________________ DELOITTE & TOUCHE LLP
San Jose, California July 25, 1995
SCHEDULE II
SYMMETRICOM, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In thousands)
							Balance		 Charged 							 at		 to Costs			 Balance 			 				Beginning	 and Deductions at 							 of Year Expenses	 (1) End of Year Year ended June 30, 1995: Accrued warranty expense 	 $ 2,071 $ 1,021 $ 572	 $ 2,520 Allowance for doubtful accounts	$ 242 $ 122 $ 25 $ 339
Year ended June 30, 1994: Accrued warranty expense	 $ 2,136 $ 386 $ 451 $ 2,071 Allowance for doubtful accounts	$ 114 $ 155 $ 27 $ 242
Year ended June 30, 1993: Accrued warranty expense $ 1,047 $ 1,646 $ 557 $ 2,136 Allowance for doubtful accounts	$ 109 $ 8 $ 3 $ 114
(1) Deductions represent amounts written off against the reserve or allowance.
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
										SYMMETRICOM, INC.
Date: September 22, 1995				By:	/s/ J. Scott Kamsler ____________________ 										 (J. Scott Kamsler) 										 Vice President, Finance and 										 Chief Financial Officer 										 (Principal Financial and 										 Accounting Officer)
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
	Signature			 Title			 Date
							Chairman of the Board and 							 Chief Executive Officer /s/ William D. Rasdal		 (Principal Executive Officer)	 September 22, 1995 (William D. Rasdal)
							Vice President, Finance and 							 Chief Financial Officer /s/ J. Scott Kamsler (Principal Financial (J. Scott Kamsler)			 and Accounting Officer)	 September 22, 1995
/s/ Howard Anderson				 Director		 September 22, 1995 (Howard Anderson)
/s/ Paul N. Risinger Director		 September 22, 1995 (Paul N. Risinger)
/s/ Roger A. Strauch 				 Director September 22, 1995 (Roger A. Strauch)
/s/ Robert M. Wolfe Director		 September 22, 1995 (Robert M. Wolfe)
Exhibit Number						Index of Exhibits
	3.1(1)			Restated Articles of Incorporation.
	3.2(2)			Certificate of Amendment to Restated Articles of Incorporation filed December 11, 1990.
	3.3(10)		Certificate of Amendment to Restated Articles of Incorporation filed October 27, 1993.
	3.4(10)		By-Laws, as amended July 21, 1993.
	4.1(3)			Common Shares Rights Agreement dated December 6, 1990, between Silicon General, Inc. and Manufacturers Hanover Trust Company of California, including the form of 			 		 Rights Certificate and the Summary of Rights attached thereto as Exhibits A and B, respectively.
	4.2(4)			Amendment to the Common Shares Rights Agreement dated February 5, 1993 between Silicon General, Inc. and Chemical Trust Company of California, formerly 				 		 Manufacturers Hanover Trust Company of California, including the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A and B, respectively.
	10.1(5)(12)	Amended and Restated Employees' Stock Option Plan (1980), with form of Stock Option Agreement (1980 Plan).
	10.2(5)(12)	Amended and Restated Non-Qualified Stock Option Plan (1982), with form of Employee Non-Qualified Stock Option (1982 Plan).
	10.3(5)(12)	Amended and Restated Employee Stock Option Plan (1983), with form of Stock Option Under Incentive Stock Option Plan 1983.
	10.4(12)		1990 Director Option Plan (as amended through October 25, 1995).
	10.5(5)(12)	Form of Director Option Agreement.
	10.6(12)		1990 Employee Stock Plan (as amended through October 25, 1995).
	10.7(5)(12)	Forms of Stock Option Agreement, Restricted Stock Purchase Agreement, Tandem Stock Option/SAR Agreement, and Stock Appreciation Right Agreement for use under 				 	 the 1990 Employee Stock Plan.
	10.8(11)(12)	1995 Employee Stock Purchase Plan, with form of Subscription Agreement.
	10.9(2)		Loan Agreements between the Company and the John Hancock Mutual Life Insurance Company, dated October 18, 1990, including exhibits thereto.
	10.10(6)		Lease Agreement by and between the Company and Menlo Tasman Investment Company dated June 16, 1986, and Amendment to Lease dated March 27, 1987.
	10.11(2)		Lease Agreement by and between Zeltex Puerto Rico, Inc., a subsidiary of the Company, and Puerto Rico Industrial Development Company dated January 22, 1991.
	10.12(10)		Lease Agreement by and between Telecom Solutions Puerto Rico, Inc., a subsidiary of the Company, and Puerto Rico Industrial Development dated August 9, 1994.
	10.13(10)		Lease Agreement by and between Navstar Systems Limited, a subsidiary of the Company, and Baker Hughes Limited dated April 22, 1994.
	10.14(10)		Revolving Credit Loan Agreement between the Company and Comerica Bank-Detroit dated December 1, 1993.
	10.15	 		First Amendment to the Revolving Credit Loan Agreement between the Company and Comerica Bank-Detroit dated April 20, 1995.
	10.16(7)		Form of Indemnification Agreement.
	10.17(9)		Linfinity Microelectronics Inc. Common Stock and Series A Preferred Stock Purchase Agreement dated June 28, 1993.
	10.18(9)		Tax Sharing Agreement between Linfinity Microelectronics Inc. and the Company dated June 28, 1993.
	10.19(9)		Intercompany Services Agreement between Linfinity Microelectronics Inc. and the Company dated June 28, 1993.
	10.20(9)(12)	Linfinity Microelectronics Inc. 1993 Stock Option Plan with form of Stock Option Agreement.
	10.21(9)		Linfinity Microelectronics Inc. Form of Indemnification Agreement.
	10.22(9)(12)	Employment offer letter by and between the Company and Brad P. Whitney, President and Chief Operating Officer, Linfinity Microelectronics Inc. dated November 20, 1992.
	10.23(8)		Agreement for Sale and Purchase of the Navstar Business of Radley Services Limited.
	10.24(8)		Agreement for the Sale and Purchase of Certain Assets of Navstar Electronics, Inc.
	13.1	 		SymmetriCom, Inc. Excerpts of the 1995 Annual Report.
	21.1	 		Subsidiaries of the Company.
	23.1		 Independent Auditors' Consent.
	27.1			 Financial Data Schedule.
Footnotes to Exhibits
	(1)				Incorporated by reference from Exhibits to Annual Report on Form 10-K for the fiscal year ended July 2, 1989.
	(2)				Incorporated by reference from Exhibits to Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
	(3)				Incorporated by reference from Exhibits to Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 8, 1990.
	(4)				Incorporated by reference from Exhibits to Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 11, 1993.
	(5)				Incorporated by reference from Exhibits to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 24, 1990.
	(6)				Incorporated by reference from Exhibits to Annual Report on Form 10-K for the fiscal year ended June 28, 1987.
	(7)				Incorporated by reference from Exhibits to the 1990 Proxy Statement.
	(8)				Incorporated by reference from Exhibits to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 1993.
	(9)				Incorporated by reference from Exhibits to Annual Report on Form 10-K for the fiscal year ended June 30, 1993.
	(10)			Incorporated by reference from Exhibits to Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
	(11)			Incorporated by reference from Exhibits to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 4, 1995.
	(12)			Indicates a management contract or compensatory plan or arrangement.