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Letter to the SEC

 January 28, 2005

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Mail Stop 04-07

 Washington, D.C. 20549

Attention:

 Larry M. Spirgel, Assistant Director

 Kenya Wright,
Staff Accountant

 Melissa Hauber, Senior Accountant

 Re:

 Symmetricom, Inc.

 Form 10-K for the fiscal
year ended June 30, 2004

 Filed September 8, 2004

 Form 10-Q for the quarter ended September 30, 2004

 File No.
000-02287

 Dear Mr. Spirgel:

 We confirm receipt of the letter dated January 7, 2005 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filings. We are responding to the Staff’s comments as set forth below. The Staff’s comment is set forth below in
bold, followed by our response.

 Form 10-K for the fiscal
year ended June 30, 2004

 Management’s Discussion and
Analysis of Financial Condition and Results of Operations

 Results of Operations, page 20

1.
In future filings, revise your results of operations to include a discussion of cost of products and services and the other expenses that comprise your measure of gross profit.

 Response:

 In future filings, we will include a discussion of cost of products and
other expenses that measure gross profit. If services are in excess of 10% of total revenue, we will also include the same discussion for services.

2.
It appears that your segments contribute in a disproportionate way to your operating results. In future filings, revise to discuss your results of operations on a segment basis.
Refer to Section 501.06 of the Codification of Financial Reporting Policies.

 Response:

 In future filings, we will revise our discussion of results of operations to include segment information that is available and reportable.

 Consolidated Statements of Operations, page 43

3.
In future filings, separately state revenues from net sales of tangible products and sales of services, if greater than 10% of total revenues. Also, separately state the costs
and expenses applicable to each category of sales and revenues. Refer to Rule 5-03 of Regulation S-X.

 Response:

 In future filings, if services are more than 10% of net revenue, we will state the revenue, costs and expenses separately, that are applicable to each
category of revenue.

4.
Explain for us your basis for classifying certain integration and restructuring charges and the amortization of purchased technology as a component of gross profit. In this
regard, we note at page 67 that the integration and restructuring charges include a reduction in force, severance, lease loss, merger related activities, and relocation. Explain the nature of these costs in more detail and tell us how you determined
that these costs were costs of sales and services.

 Response:

 The integration and restructuring charges
classified as a component of gross profit include severance expenses for the manufacturing employee terminations related to the closure of the former Datum manufacturing facility in Irvine, California and the relocation of manufacturing production
to our Beverly, Massachusetts manufacturing facility. The lease loss expenses related to subsequent periods to vacated premises. Also, costs to move manufacturing equipment and relocate several manufacturing employees from Irvine to Beverly and
inventory obsolescence costs from Datum were included in cost of sales.

 The amortization of purchased technology is included in cost of goods since it relates to the products that we acquired in the acquisitions. If we had acquired these or any products in a different manner by either
license agreement or outsourced manufacturing, these additional costs would also be included in cost of goods.

 Note A – Summary of Significant Accounting Policies

 Goodwill and Other Intangible Assets

5.
We note that your disclosure addresses your impairment policy for goodwill. In future filings expand your disclosure to include a discussion of your impairment policy for
intangible assets subject to amortization. In addition, your discussion of your goodwill impairment policy at page 19 appears inconsistent with the disclosure at page 48. In future filings, revise your disclosures to separately describe your
impairment policy for goodwill and other intangible assets. Supplementally provide us with your proposed disclosure.

 Response:

 In future filings, we will include a discussion of our impairment policy for intangible assets subject to amortization. In future filings, we will also
ensure that our discussion of goodwill impairment policy is consistent with the disclosure. As requested, attached is a supplement with our proposed future disclosure for goodwill and other intangible assets.

6.
Tell us how you identified your reporting units under the guidance in SFAS 142 for purposes of performing your goodwill impairment tests.

 Response:

 We have three reporting units subject to goodwill impairment tests, Wireline, Wireless and Timing Test and Measurement.
These three units were identified since discrete financial information is available for them and segment management regularly reviews the operating results. The CEO (chief decision maker) regularly reviews the operating results to make decisions
about resources to be allocated to the segment and assesses its performance. There are no components within these three operating units that constitute a business for which discrete financial information is available.

 Note C-Discontinued Operations, page 54

7.
Clarify for us the nature of your plan to dispose of the Trusted Time Division. Tell us how you applied the guidance in SFAS 144 in determining that it was appropriate to
present the Trusted Time Division as discontinued operations as of June 30, 2003. If this division is to be disposed of other than by sale, tell us how you determined the date at which it should be presented as discontinued operations. In this
regard, we note at page 23 that you expect operations to cease during fiscal 2005.

 Response:

 The Trusted Time Division was acquired as part of the acquisition of Datum in October 2002. The Trusted Time Division under both Datum and Symmetricom was
reported as a segment in filings with the SEC prior to the determination to abandon the business. This division, prior to the determination to abandon the business, was maintained as a separate segment with discrete employees,

management, facilities, P&L, operations and cash flow. This segment, under Datum, posted significant net losses. These losses continued after the
acquisition of Datum by Symmetricom. Between November 2002 and May 2003, the Trusted Time Division posted $2.0 million in pretax losses on revenue of $1.4 million. A determination was made in the quarter ended June 30, 2003 by Symmetricom’s
board of directors, that the Trusted Time Division should be abandoned. All employees were terminated except a few who were reassigned to other divisions by June 30, 2003, all marketing and sales efforts ceased at that time, we ceased selling any of
the Trusted Time products, customers were sent a notice of product discontinuance and the Trusted Time facility in Lexington, Massachusetts was vacated and offered for sub-lease. SFAS 144, paragraph 28 states in part, “. . . a long lived asset
to be abandoned is disposed of when it ceases to be used.” We believe that this criteria was met in June 2003 as indicated by the aforementioned actions and accordingly classified the Trusted Time Division as a discontinued operation. We also
believe that since operations of Trusted Time were separate and reported as a segment that the Trusted Time Division qualifies as a reporting unit of Symmetricom. Additionally, the abandonment of Trusted Time clearly eliminated the operations of
Trusted Time from that of the ongoing entity.

 Subsequent to
abandonment of the Trusted Time Division, Symmetricom fulfilled any remaining obligations of Trusted Time in order to insure an orderly shutdown of operations. The comment that stated Trusted Time operations will cease in 2005 referred to a
transaction for a royalty obligation from a technology licensor of Trusted Time technology that called for a payment in fiscal 2005. That payment has been made to Symmetricom and will be classified as part of discontinued operations in
Symmetricom’s 10-Q filing for the fiscal 2nd quarter ended December 31, 2004.

 Note H – Goodwill and Intangible Assets, page 57

8.
In future filings, provide in the notes to your financial statements the information required by paragraph 46(a) of SFAS 142 with regard to your impairment losses.

 Response:

 In future filings we will provide in the notes to our financial statements
the information required by paragraph 46(a) of SFAS 142 with regard to our impairment losses.

 Note O – Integration and Restructuring Charges, page 67

9.
 It is unclear how your discussion, and particularly your table on page 68, reconcile to integration and restructuring charges reported in your Statement of
Operations. For instance, you reported total integration and restructuring expense of $8.4 million for fiscal 2003. You mention $1.2 million of lease loss charges expensed during that year, however, it is unclear whether there is any discussion of
the remaining $7.4 million. Additionally, it is unclear how your expenses reported in your Statement of Operations

for integration and restructuring charges for either fiscal 2003 or 2004 relate to the information in your table on page 68. Please advise.

 Response:

 The table on page 68 was established at the time of the acquisition in
October 2002 and includes the accrual established at that time as well as additions made in subsequent years. This table includes facility and severance related activity only.

 We reported integration and restructuring expense of $8.4 million in fiscal 2003, of which $1.7 million is in cost of goods
sold and $6.7 million is in operating expenses. The $1.7 million in cost of goods sold consist of $1.3 for Datum obsolete inventory and $0.4 million for manufacturing employee costs and other expenses to relocate the manufacturing process from the
vacated plants. The $6.7 million in operating expenses is comprised of $2.2 million in severance and related costs for reductions in force as a result of functional integration, lease loss charges of $1.2 million for vacated premises, $2.6 million
in administrative employee costs and other expenses to transition and integrate the Datum and True Time activity into the new divisional structure and IT cost of $0.7 million to integrate the acquired operations into existing systems.

 We reported integration and restructuring expenses of $8.2 million in fiscal
2004, of which $5.9 million is in cost of goods sold and $2.3 million is in operating expenses. The $5.9 million in gross cost of goods sold consists of $2.6 million in severance related costs for the terminated manufacturing employees when the
Irvine plant was closed in December 2003 and production relocated to Beverly Massachusetts, $2.3 million for lease loss for the Irvine Parker facility and the Santa Rosa facility, a credit of $0.9 million for a contract settlement payment from a
major customer for Datum obsolete inventory, and $1.9 million for all other plant shutdown, move costs, and employee relocation. The $2.3 million in operating expenses consists of $1.6 million for severance and related costs for the Irvine shutdown
and other division integration, and $0.7 million for land remediation accruals for EPA issues related to a former Datum facility located in Austin, Texas.

 The table on page 68 details the accruals for restructuring, which does not reconcile to the integration and restructuring charges since the accrual
schedule is for facility and severance related costs only. In addition, the schedule has an opening balance of $5.0 million from October 2002, which was not part of the fiscal 2003 and fiscal 2004 integration expense.

10.
Refer to your discussion of $8.3 million in integration and restructuring charges associated with the acquisitions of Datum and TrueTime which you accounted for in accordance
with EITF 95-3 and reflected as an increase in goodwill in 2003. Describe for us in more detail the nature of these costs and how you determined that they should be accounted for under EITF 95-3.

 Response:

 As mentioned in our response to question 9, the costs included in the $8.3 million of integration and restructuring charges
(a portion of which is included in the October 2002 opening accrual in the table on page 68) accounted for in accordance with EITF 95-3 are

severance and facility related based upon the plans developed at the time of acquisition to close the Datum Austin, Texas manufacturing site, close one of
the two Datum manufacturing buildings in Irvine, California, eliminate the Datum corporate and divisional general and administrative areas. We believe that these costs should be accounted for under EITF 95-3 since a detailed plan was developed near
the consummation date and actions required by employee termination plans began immediately within that same quarter, costs accrued were incremental to Symmetricom activities subsequent to the consummation date, and the costs represent primarily
severance and contractual obligations that existed prior to the consummation.

 * * * * *

 The Company
acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or changes to disclosure do not foreclose the Commission from taking any action with respect to the filings; (iii)
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If the Staff has any questions or would like to discuss our response or proposed disclosure, please do not hesitate to
contact the undersigned at 408.428.7801 or Bill Dee at 408.428.7952.

 Sincerely,

/s/    WILLIAM SLATER

 William Slater

 Chief Financial Officer

 Symmetricom, Inc.

 Supplemental Information

 Note A – Summary of Significant
Accounting Policies

 Goodwill and Other Intangible
Assets

 Question 5.

 MD&A from Page 16

 Valuation of Goodwill

 We perform goodwill impairment tests on an annual basis and between annual
tests in certain circumstances for each reporting unit. Potential goodwill impairment is measured based upon a two-step process. In the first step, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the
fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, thus the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the
second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any. In fiscal 2004, no impairment losses were recorded based on these evaluations. In fiscal 2003, we recorded $26.3 million goodwill
impairment in fiscal 2003, $11.6 million of which related to the discontinuance of the Trusted Time Division.

 Valuation of Long-Lived Assets Including Intangible Assets Subject to Amortization

 Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable. Intangible assets primarily include purchased technology and trademarks. We review our intangible assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets.” Factors we consider important that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired
assets or the strategy for our overall business, or significant negative industr