As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

REGISTRATION STATEMENT
ON
FORM S-3
UNDER THE SECURITIES ACT OF 1933

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ODETICS, INC.
(Exact name of Registrant as specified in its charter)

Delaware                                                 95-2588496
(State or other jurisdiction of                                   (I.R.S. Employer
incorporation)                                          Identification Number)

1515 South Manchester Avenue
Anaheim, California  92802
(714) 774-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

--------------

JOEL SLUTZKY
Chairman of the Board and Chief Executive Officer
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California  92802
(714) 774-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

--------------

Copies to:
Ellen S. Bancroft, Esq.
Brobeck, Phleger & Harrison LLP
38 Technology Drive
Irvine, California 92618
(949) 790-6300

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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

===========================================================================================================================
Amount      Proposed Maximum      Proposed Maximum      Amount of
Title of Shares                       to be        Offering Price           Aggregate        Registration
to be Registered                    Registered      per Share(1)        Offering Price(1)        Fee
--------------------------------------------------------------------------------------------------------------------------

Class A Common Stock,                                  20,181        $12.625               $254,785.12         $67.26 
$0.10 par value per share (including
associated preferred stock purchase rights)
==========================================================================================================================

(1)  Estimate based upon the average of the high and low sales prices of the
Registrant's Class A Common Stock on June 28, 2000, as reported by the
Nasdaq National Market, pursuant to Rule 457(c) promulgated under the
Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed.  We   +
+ may not sell these securities until the registration statement filed with    +
+ the  Securities and Exchange Commission is effective.  This prospectus is    +
+ not an offer to sell these securities and it is not soliciting an offer to   +
+ buy these securities in any state where the offer or sale is not permitted.  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS
(Subject to completion, dated June 30, 2000)

20,181 Shares
ODETICS, INC.
Class A Common Stock

This prospectus relates to the public offering, which is not being
underwritten, of 20,181 shares of our Class A common stock and associated
purchase rights, which are held by some of our current stockholders. The prices
at which the selling stockholders may sell the shares will be determined by the
prevailing market price for the shares or in negotiated transactions.  We will
not receive any of the proceeds from the sale of these shares.

We have two classes of common stock outstanding, the Class A common stock
and the Class B common stock.  The rights, preferences and privileges of each
class of common stock are identical in all respects except for voting rights.
The holders of the Class A common stock are entitled to elect 25% of the Board
of Directors rounded up to the nearest whole number or three directors.  The
holders of the Class B common stock are entitled to elect the balance of the
Board or six directors.  On all other matters to be addressed by a stockholder
vote, the holders of Class A common stock have one-tenth of one vote per share
held and the holders of Class B common stock have one vote per share held.

Our Class A common stock is quoted on the Nasdaq National Market under the
symbol "ODETA."  On June 28, 2000, the last reported sale price for the Class A
common stock was $12.75 per share.

----------

You should carefully consider the risk factors beginning on page 3 of this
prospectus before purchasing any of the Class A common stock offered by this
prospectus.
----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete.  Any representation to the contrary is
a criminal offense.

----------

The date of this prospectus is June ___, 2000.

ODETICS

Odetics serves as an incubator of high technology companies, each with its
own marketplace, customers and products.  These operations share a common
corporate overhead for support for facilities, human resources, benefits and
certain accounting, finance and executive management services.  We are pursuing
our incubator business strategy to nurture and develop each of these operations
with the ultimate goal of achieving a tax-free spin-off of each entity to our
stockholders.

We currently define our business segments as video products, telecom
products and ITS. Our video products segment includes our Broadcast, Inc.
subsidiary and our Gyyr, Inc. subsidiary.  Our telecom products segment includes
our Zyfer, Inc. subsidiary and our Mariner Networks, Inc. subsidiary.  Our ITS
segment consists of our Iteris, Inc. subsidiary.

Our principal executive offices are located at 1515 South Manchester
Avenue, Anaheim, California 92802, and our telephone number is (714) 774-5000.

-2-

RISK FACTORS

Our business is subject to a number of risks, some of which are discussed
below.  Other risks are presented elsewhere in this report.  You should consider
the following risks carefully in addition to the other information contained in
this report before purchasing the shares of our common stock.  If any of the
following risks actually occur, they could seriously harm our business,
financial condition or results of operations.  In such case, the trading price
of our common stock could decline, and you may lose all or part of your
investment.

Our Quarterly Operating Results Fluctuate as a Result of Many Factors.  Our
quarterly operating results have fluctuated and are likely to continue to
fluctuate due to a number of factors, many of which are not within our control.
Factors that could affect our revenues include the following:

.  our significant investment in research and development for our
subsidiaries and divisions;

.  our ability to develop, introduce, market and gain market acceptance of
new products applications and product enhancements in a timely manner;

.  the size and timing of significant customer orders;

.  the introduction of new products by competitors;

.  the availability of components used in the manufacture of our products;

.  our ability to control costs;

.  changes in our pricing policies and the pricing policies by our
suppliers and competitors, as well as increased price competition in
general;

.  the long lead times associated with government contracts or required by
vehicle manufacturers;

.  our success in expanding and implementing our sales and marketing
programs;

.  technological changes in our target markets;

.  our relatively small level of backlog at any given time;

.  the mix of sales among our divisions;

.  deferrals of customer orders in anticipation of new products,
applications or product enhancements;

.  the Asian economic crisis and instability;

.  currency fluctuations and our ability to get currency out of certain
foreign countries; and

-3-

.  general economic and market conditions.

In addition, our sales in any quarter may consist of a relatively small
number of large customer orders.  As a result, the timing of a small number of
orders may impact our quarter to quarter results.  The loss of or a substantial
reduction in orders from any significant customer could seriously harm our
business, financial condition and results of operations.

Because of the factors listed above and other risks discussed in this
report, our future operating results could be below the expectations of
securities analysts and/or investors.  If that happens, the trading price of our
common stock could be adversely affected.

We Have Experienced Substantial Losses and Expect Future Losses.  We have
experienced substantial operating losses of $38.7 million for the year ended
March 31, 2000 and $18.3 million for the year ended March 31, 1999.  We may not
be able to achieve profitability on a quarterly or annual basis in the future.
Most of our expenses are fixed in advance, and we generally are unable to reduce
our expenses significantly in the short-term to compensate for any unexpected
delay or decrease in anticipated revenues.  In addition, in order to implement
our incubator strategy successfully, we expect to continue to make significant
investments in each of our business units.  As a result, we may continue to
experience losses which could cause the market price of our common stock to
decline.

Our Incubator Strategy is Expensive and May Not Be Successful.  We have
initiated a business strategy called our incubator strategy which is expensive
and highly risky.  The goal of this strategy is to nurture and develop companies
that can be spun-off to our stockholders.  This strategy has in the past
required us to make significant investments in our business units, both for
research and development, and also to develop a separate infrastructure for each
of our divisions, sufficient to allow the division to function as an independent
public company.  We expect to continue to invest heavily in the development of
our divisions with the goal of conducting additional public offerings.  We may
not recognize the benefits of this investment for a significant period of time,
if at all.  Our ability to complete an initial public offering of any of our
divisions and/or spin-off our interest to our stockholders will depend upon many
factors, including:

.  the overall performance and results of operations of the particular
business unit;

.  the potential market for our business unit;

.  our ability to assemble and retain a broad, qualified management team
for the business unit;

.  our financial position and cash requirements;

.  the business unit's customer base and product line;

.  the current tax treatment of spin-off transactions and our ability to
obtain favorable determination letters from the Internal Revenue
Service; and

-4-

.  general economic and market conditions, including the receptivity of the
stock markets to initial public offerings.

We may not be able to complete a successful initial public offering or
spin-off of any of our divisions in the near future, or at all.  During fiscal
2000, we attempted to complete the initial public offering of Iteris.  We
aborted the offering due to adverse market conditions.  Even if we do complete
additional public offerings, we may decide not to spin-off a particular business
unit, or to delay the spin-off until a later date.

We Must Keep Pace with Rapid Technological Change to Remain Competitive.
Our target markets are in general characterized by the following factors:

.  rapid technological advances;

.  downward price pressure in the marketplace as technologies mature;

.  changes in customer requirements;

.  frequent new product introductions and enhancements; and

.  evolving industry standards and changes in the regulatory environment.

We believe that we must continue to make substantial investments to support
ongoing research and development in order to remain competitive.  In particular,
we will need to modify certain of our products to accommodate the anticipated
deployment of digital television and the corresponding phase-out of analog
transmissions.  We will also have to continue to develop and introduce new
products that incorporate the latest technological advancements in hardware,
storage media, operating system software and applications software in response
to evolving customer requirements.  Our recent shift towards providing more
software solutions may create additional challenges for us, particularly in
Broadcast.  Our business and results of operations could be adversely affected
if we do not anticipate or respond adequately to technological developments or
changing customer requirements.

Our Future Success Depends on the Successful Development and Market
Acceptance of New Products.  We believe our revenue growth and future operating
results will depend on our ability to complete development of new products and
enhancements, achieve broad market acceptance of these products and
enhancements, and reduce our product costs.  We may not be able to introduce any
new products or any enhancements to our existing products on a timely basis, or
at all.  In addition, the introduction of any new products could adversely
affect the sales of certain of our existing products.

Our future success will also depend in part on the success of several
recently introduced products including:

.  Roswell, our automated facility management system for broadcast
television stations;

.  Bowser, our visual asset manager;

.  MicroStation, our integrated disk recorder and automation system;

-5-

.  Vortex, our high performance dome product;

.  Digi Scan Pro, our advanced digital multiplexer;

.  DVMS, our family of digital time-lapse recorders;

.  Vantage One and Vantage Edge, our single camera traffic detection
systems;

.  AutoVue, our lane departure warning system; and

.  Dexter, our networking access device.

Market acceptance of our new products depends upon many factors, including
our ability to resolve technical challenges in a timely and cost-effective
manner, the perceived advantages of our new products over traditional products
and the marketing capabilities of our independent distributors and strategic
partners.  Our business and results of operations could be seriously harmed by
any significant delays in our new product development.  We have experienced
delays in the past in the introduction of new products, particularly with our
Roswell system.  Certain of our new products could contain undetected design
faults and software errors or "bugs" when first released by us, despite our
testing.  We may not discover these faults or errors until after a product has
been installed and used by our customers.  Any faults or errors in our existing
products or in our new products may cause delays in product introduction and
shipments, require design modifications or harm customer relationships, any of
which could adversely affect our business and competitive position.

We currently anticipate that we will outsource the manufacture of our
AutoVue product line to a single manufacturer.  This manufacturer may not be
able to produce sufficient quantities of this product in a timely manner or at a
reasonable cost, which could materially and adversely affect our ability to
launch or gain market acceptance of AutoVue.

We May Need Additional Capital in the Future and May Not Be Able to Secure
Adequate Funds on Terms Acceptable to Us.  We raised approximately $7.3 million
in a private placement of Odetics Class A common stock in December 1998 and
approximately $2.0 million in March 1999.  We raised $5.0 million through the
sale of an option on our principal Anaheim facility in July 1999.  In addition,
we raised $3.75 million through the issuance of debt to Daimler Chrysler
Ventures, which is convertible into 2.5% of the equity securities of Iteris.  We
may need to raise additional capital in the near future, either through
additional bank borrowings or other debt or equity financings.  Our capital
requirements will depend on many factors, including:

.  market acceptance of our products;

.  increased research and development funding, and required investments in
our divisions;

.  increased sales and marketing expenses;

-6-

.  potential acquisitions of businesses and product lines; and additional
working capital needs.

If our capital requirements are materially different from those currently
planned, we may need additional capital sooner than anticipated.  If additional
funds are raised through the issuance of equity securities, the percentage
ownership of our stockholders will be reduced and such securities may have
rights, preferences and privileges senior to our common stock.  Additional
financing may not be available on favorable terms or at all.  If adequate funds
are not available or are not available on acceptable terms, we may be unable to
develop or enhance our products, expand our sales and marketing programs, take
advantage of future opportunities or respond to competitive pressures.

We Have Significant International Sales and Are Subject to Risks Associated
with Operating in International Markets.  International product sales
represented approximately 19% of our total net sales and contract revenues for
the fiscal year ended March 31, 2000, approximately 27% for the fiscal year
ended March 31, 1999 and approximately 34% for the fiscal year ended March 31,
1998.  International business operations are subject to inherent risks,
including, among others:

.  unexpected changes in regulatory requirements, tariffs and other trade
barriers;

.  longer accounts receivable payment cycles;

.  difficulties in managing and staffing international operations;

.  potentially adverse tax consequences;

.  the burdens of compliance with a wide variety of foreign laws;

.  reduced protection for intellectual property rights in some countries;

.  currency fluctuations and restrictions; and

.  political and economic instability.

We believe that international sales will continue to represent a
significant portion of our revenues, and that continued growth and profitability
may require further expansion of our international operations.  Our
international sales are currently denominated primarily in U.S.  dollars.  As a
result, an increase in the relative value of the dollar could make our products
more expensive and potentially less price competitive in international markets.
We do not engage in any transactions as a hedge against risks of loss due to
foreign currency fluctuations.

Any of these factors may adversely effect our future international sales
and, consequently, on our business and operating results.  Furthermore, as we
increase our international sales, our total revenues may also be affected to a
greater extent by seasonal fluctuations resulting from lower sales that
typically occur during the summer months in Europe and other parts of the world.

-7-

Our Operating Results Have Been Adversely Affected by the Asian Economic
Crisis.  Our telecommunications products are sold principally to LGIC of Korea.
As a result of economic instability in Asia, particularly in Korea, our sales in
this region declined over 60% in fiscal year 1999 as compared to fiscal 1998.
While sales to LGIC in fiscal 2000 increased, the aggregate sales to LGIC in
fiscal 2000 were still significantly below fiscal 1998 sales.  It is possible
that these sales could be further impacted by the currency devaluations and
related economic problems in this region, and sales in this region could
continue to decline.

We Need to Manage Growth and the Integration of Our Acquisitions.  Over the
past three years, we have significantly expanded our operations and made several
substantial acquisitions of diverse businesses, including Intelligent Controls,
Inc., International Media Integration Services, Ltd., Meyer Mohaddes Associates,
Inc., Viggen Corporation, certain assets of the Transportation Systems business
of Rockwell International, and the Security Products Division of Digital Systems
Processing, Inc.  A key element of our business strategy involves expansion
through the acquisition of complementary businesses, products and technologies.
Acquisitions may require significant capital infusions and, in general,
acquisitions also involve a number of special risks, including:

.  potential disruption of our ongoing business and the diversion of our
resources and management's attention;

.  the failure to retain or integrate key acquired personnel;

.  the challenge of assimilating diverse business cultures;

.  increased costs to improve managerial, operational, financial and
administrative systems and to eliminate duplicative services;

.  the incurrence of unforeseen obligations or liabilities;

.  potential impairment of relationships with employees or customers as a
result of changes in management; and

.  increased interest expense and amortization of acquired intangible
assets.

Our competitors are also soliciting potential acquisition candidates, which
could both increase the price of any acquisition targets and decrease the number
of attractive companies available for acquisition.

Acquisitions, combined with the expansion of our business divisions and
recent growth has placed and is expected to continue to place a significant
strain on our resources.  To accommodate this growth, we anticipate that we will
be required to implement a variety of new and upgraded operational and financial
systems, procedures and controls, including the improvement of our accounting
and other internal management systems.  All of these updates will require
substantial management effort.  Our failure to manage growth and integrate our
acquisitions successfully could adversely affect our business, financial
condition and results of operations.

-8-

We Depend on Government Contracts and Subcontracts and Face Additional
Risks Related to Fixed Price Contracts.  A significant portion of the sales by
Iteris, a portion of our sales by Zyfer were derived from contracts with
governmental agencies, either as a general contractor, subcontractor or
supplier.  Government contracts represented approximately 23% of our total net
sales and contract revenues for the year ended March 31, 2000.  We expect
revenue from government contracts will continue to increase in the near future.
Government business is, in general, subject to special risks and challenges,
including:

.  long purchase cycles;

.  competitive bidding and qualification requirements;

.  performance bond requirements;

.  delays in funding, budgetary constraints and cut-backs;

.  milestone requirements, and liquidated damage provisions for failure to
meet contract milestones.

In addition, a large number of our government contracts are fixed price
contracts.  As a result, we may not be able to recover for any cost overruns.
These fixed price contracts require us to estimate the total project cost based
on preliminary projections of the project's requirements.  The financial
viability of any given project depends in large part on our ability to estimate
these costs accurately and complete the project on a timely basis.  In the event
our costs on these projects exceed the fixed contractual amount, we will be
required to bear the excess costs.  These additional costs adversely affect our
financial condition and results of operations.  Moreover, certain of our
government contracts are subject to termination or renegotiation at the
convenience of the government, which could result in a large decline in our net
sales in any given quarter.  Our inability to address any of the foregoing
concerns or the loss or renegotiation of any material government contract could
seriously harm our business, financial condition and results of operations.

The Markets in Which We Operate Are Highly Competitive and Have Many More
Established Competitors.  We compete with numerous other companies in our target
markets and we expect such competition to increase due to technological
advancements, industry consolidations and reduced barriers to entry.  Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could seriously harm our business, financial
condition and results of operations.  Many of our competitors have far greater
name recognition and greater financial, technological, marketing and customer
service resources than we do.  This may allow them to respond more quickly to
new or emerging technologies and changes in customer requirements.  It may also
allow them to devote greater resources to the development, promotion, sale and
support of their products than we can.  Recent consolidations of end users,
distributors and manufacturers in our target markets have exacerbated this
problem.  As a result of the foregoing factors, we may not be able to compete
effectively in our target markets and competitive pressures could adversely
affect our business, financial condition and results of operations.

-9-

We Cannot Be Certain of Our Ability to Attract and Retain Key Personnel and
We Do Not Have Employment Agreements with Any Key Personnel.  Due to the
specialized nature of our business, we are highly dependent on the continued
service of our executive officers and other key management, engineering and
technical personnel, particularly Joel Slutzky, our Chief Executive Officer and
Chairman of the Board, and Gregory A.  Miner, our Chief Operating Officer and
Chief Financial Officer.  We do not have any employment contracts with any of
our officers or key employees.  The loss of any of these persons would seriously
harm our development and marketing efforts, and would adversely affect our
business.  Our success will also depend in large part upon our ability to
continue to attract, retain and motivate qualified engineering and other highly
skilled technical personnel.  Competition for employees, particularly
development engineers, is intense.  We may not be able to continue to attract
and retain sufficient numbers of such highly skilled employees.  Our inability
to attract and retain additional key employees or the loss of one or more of our
current key employees could adversely affect upon our business, financial
condition and results of operations.

We May Not be Able to Adequately Protect or Enforce Our Intellectual
Property Rights.  If we are not able to adequately protect or enforce the
proprietary aspects of our technology, competitors could be able to access our
proprietary technology and our business, financial condition and results of
operations will likely be seriously harmed.  We currently attempt to protect our
technology through a combination of patent, copyright, trademark and trade
secret laws, employee and third party nondisclosure agreements and similar
means.  Despite our efforts, other parties may attempt to disclose, obtain or
use our technologies or solutions.  Our competitors may also be able to
independently develop products that are substantially equivalent or superior to
our products or design around our patents.  In addition, the laws of some
foreign countries do not protect our proprietary rights as fully as do the laws
of the United States.  As a result, we may not be able to protect our
proprietary rights adequately in the United States or abroad.

We have engaged in litigation in the past and litigation may be necessary
in the future to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others.  Litigation may also be
necessary to defend against claims of infringement or invalidity by others.  An
adverse outcome in litigation or any similar proceedings could subject us to
significant liabilities to third parties, require us to license disputed rights
from others or require us to cease marketing or using certain products or
technologies.  We may not be able to obtain any licenses on terms acceptable to
us, or at all. Any of these results could adversely affect our business,
financial condition and results of operations. In addition, the cost of
addressing any intellectual property litigation claim, both in legal fees and
expenses, and the diversion of management resources, regardless of whether the
claim is valid, could be significant and could seriously harm our business,
financial condition and results of operations.

The Trading Price of Our Common Stock Is Volatile.  The trading price of
our common stock has been subject to wide fluctuations in the past.  We may not
be able to increase or sustain the current market price of our common stock in
the future.  The market price of our common stock could continue to fluctuate in
the future in response to various factors, including, but not limited to:

.  quarterly variations in operating results;

-10-

.  shortages announced by suppliers;

.  announcements of technological innovations or new products;

.  acquisitions or businesses, products or technologies;

.  changes in pending litigation;

.  our ability to spin-off any division;

.  applications or product enhancements by us or by our competitors; and

.  changes in financial estimates by securities analysts.

The stock market in general has recently experienced volatility which has
particularly affected the market prices of equity securities of many high
technology companies.  This volatility has often been unrelated to the operating
performance of these companies.  These broad market fluctuations may adversely
affect the market price of our common stock.

We Are Controlled by Certain of Our Officers and Directors.  As of March
31, 2000, our officers and directors beneficially owned approximately 29% of the
total combined voting power of the outstanding shares of our Class A common
stock and Class B common stock.  As a result of their stock ownership, our
management will be able to significantly influence the election of our directors
and the outcome of corporate actions requiring stockholder approval, such as
mergers and acquisitions, regardless of how our other stockholders may vote.
This concentration of voting control may have a significant effect in delaying,
deferring or preventing a change in our management or change in control and may
adversely affect the voting or other rights of other holders of common stock.

Our Stock Structure and Certain Anti-Takeover Provisions May Effect the
Price of Our Common Stock.  Certain provisions of our certificate of
incorporation and our stockholder rights plan could make it difficult for a
third party to acquire us, even though an acquisition might be beneficial to our
stockholders.  These provisions could limit the price that investors might be
willing to pay in the future for shares of our common stock.  Our Class A common
stock entitles the holder to one-tenth of one vote per share and our Class B
common stock entitles the holder to one vote per share.  In addition, holders of
the Class B common stock are presently entitled to elect six of our nine
directors.  The disparity in the voting rights between our common stock, as well
as our insiders' significant ownership of the Class B common stock, could
discourage a proxy contest or make it more difficult for a third party to effect
a change in our management and control.  In addition, our Board of Directors is
authorized to issue, without stockholder approval, up to 2,000,000 shares of
preferred stock with voting, conversion and other rights and preferences
superior to those of our common stock, as well as additional shares of Class B
common stock.  Our future issuance of preferred stock or Class B common stock
could be used to discourage an unsolicited acquisition proposal.

In March 1998, we adopted a stockholder rights plan and declared a dividend
of preferred stock purchase rights to our stockholders.  In the event a third
party acquires more than 15% of the outstanding voting control of our company or
15% of our outstanding common stock, the

-11-

holders of these rights will be able to purchase the junior participating
preferred stock at a substantial discount off of the then current market price.
The exercise of these rights and purchase of a significant amount of stock at
below market prices could cause substantial dilution to a particular acquiror
and discourage the acquiror from pursuing our company. The mere existence of the
stockholder rights plan often delays or makes a merger, tender offer or proxy
contest more difficult.

We Do Not Pay Cash Dividends.  We have never paid cash dividends on our
common stock and do not anticipate paying any cash dividends on either class of
our common stock in the foreseeable future.

We May Be Subject to Additional Risks.  The risks and uncertainties
described above are not the only ones facing our company.  Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also adversely affect our business operations.

-12-

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC.  You may read and copy any document we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room.  Our SEC filings are also available to the public at
the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended.  This prospectus is part of a
registration statement we filed with the SEC (Registration No. 333-______).  The
documents we incorporate by reference are:

1. Our Annual Report on Form 10-K, as amended, for the fiscal year ended March
31, 2000;
2. The description of our Class A common stock contained in our registration
statement on Form 8-A filed with the SEC on October 14, 1987 under Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such; and
3. The description of our preferred stock purchase rights contained in our
registration statement on Form  8-A filed with the SEC on May 1, 1998 under
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

All reports and other documents we subsequently file under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this prospectus and prior to the termination of this offering will be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.  Any statement incorporated herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.

We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference. We will not provide
copies of exhibits to such documents unless such exhibits are specifically
incorporated by reference into such document.  Requests for documents should be
submitted in writing to the Secretary, at Odetics, Inc., 1515 South Manchester
Avenue, Anaheim, California 92802 or by telephone at (714) 774-5000.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us.  Words such
as "anticipates," "expects," "intends," "plans," "believes,"

-13-

"seeks," "estimates" and variations of these words or similar expressions are
intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, our actual results
could differ materially from those expressed or forecasted in any forward-
looking statements as a result of a variety of factors, including those set
forth in "Risk Factors" below and elsewhere in, or incorporated by reference
into, this prospectus. We undertake no obligation to update publicly any 
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

USE OF PROCEEDS

The selling stockholders will receive all of the net proceeds from the sale
of the Class A common stock offered by this prospectus.  Accordingly, we will
not receive any proceeds from sales of these shares.

-14-

SELLING STOCKHOLDERS

The following table sets forth the number of shares owned by each of the
selling stockholders.  All information contained in the table below is based
upon their beneficial ownership as of June 26, 2000.  We are not able to
estimate the number of shares that will be held by the selling stockholders
after completion of this offering because the selling stockholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.

Shares Beneficially               Number of              Shares Beneficially
Owned Before Offering                Shares           Owned After Offering(2)(3)
-----------------------------        Being Offered        --------------------------
Selling Stockholder              Number          Percentage(1)        -------------         Number         Percentage
---------------------            -----           -------------                              ------         ----------

Abbas Mohaddes                    25,210               *                    9,343           25,210              *
Michael P. Meyer                  24,310               *                    9,343           24,310              *
Gary Hamrick                       1,020               *                      981            1,020              *
Viggen Davidian                    2,595               *                      514            2,595              *
------                                   ------           ------              
Total                             53,135               *                   20,181           53,135              *

_______________

*   Represents beneficial ownership of less than 1% of the outstanding shares
of Class A common stock.

(1)  Based on 8,204,351 shares of Class A Common Stock outstanding as of June
26, 2000.

(2)  This table assumes that all shares owned by the selling stockholders which
are offered by this prospectus are being sold. The selling stockholders
reserve the right to accept or reject, in whole or in part, any proposed
sale of shares. The selling stockholders also may offer and sell less than
the number of shares indicated. The selling stockholders are not making any
representation that any shares covered by prospectus will or will not be
offered for sale.

(3)  This prospectus also covers any additional shares of Class A common stock
which become issuable in connection with the shares being registered by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of our outstanding shares of Class A
common stock.   In addition, this prospectus covers the preferred stock
purchase rights which currently trade with the Class A common stock and
entitle the holder to purchase additional shares of Class A common stock
under certain circumstances.

Except as indicated, we are not aware of any material relationship between
Odetics and any selling stockholder within the past three years other than as a
result of the ownership of the stockholder's shares.  Abbas Mohaddes and Michael
Meyer are currently the President and Vice President, respectively, of Meyer,
Mohaddes Associates, Inc., a subsidiary of Iteris, Inc., and Gary Hamrick and
Viggen Davidian are presently employees of Iteris, Inc.  Except as indicated, we
are not aware of any material relationship between our company and any selling
stockholder within the past three years other than as a result of the ownership
of the stockholder's shares.  All of the selling stockholders acquired the
shares offered by this prospectus in connection with the Agreement and Plan of
Reorganization among us, Iteris, Inc. (formerly known as Odetics ITS, Inc.), MMA
Acquisition Corp., Meyer, Mohaddes Associates, Inc. and the selling stockholders
dated October 16, 1998.  Pursuant to these agreements, we agreed to effect a
shelf registration (of which this prospectus is a part) of all of these shares
in order to permit the selling stockholders to sell these shares from time to
time in the public market or in privately-negotiated

-15-

transactions. We have agreed to prepare and file any amendments and supplements
to the Registration Statement as may be necessary to keep the Registration
Statement effective for at least six months following the effective date of this
Registration Statement. We have also agreed to pay for all expenses of this
offering other than fees and expenses of counsel for the selling stockholders
and any underwriting discounts and commissions and brokerage commissions and
fees.

-16-

PLAN OF DISTRIBUTION

We are registering all 20,181 shares on behalf of certain selling
stockholders.  All of the selling shareholders acquired their shares in
connection with our acquisition of Meyer, Mohaddes Associates, Inc. pursuant to
the Agreement and Plan of Reorganization dated October 16, 1998, as amended,
among Odetics, Iteris, Inc., Meyer, Mohaddes Associates, Inc. and the selling
stockholders.  We will not receive any of the proceeds from this offering.

The selling stockholders named in this prospectus or pledgees, donees,
transferees or other successors-in-interest selling shares received from a named
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus may sell these shares from
time to time.  The selling stockholders will act independently of Odetics in
making decisions with respect to the timing, manner and size of each sale.   The
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.  The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers.  The shares may be sold by one or more of, or a combination of,
the following:

.    a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

.    purchases by a broker-dealer as principal and resale by such broker-dealer
for its account under this prospectus;

.    an exchange distribution in accordance with the rules of such exchange;

.    ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or

.    in privately negotiated transactions.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution.  In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other broker-
dealers to participate in the resales.

The selling stockholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise.  In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders.  The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions.  The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares.  The broker-dealer may then resell or otherwise
transfer such shares under this prospectus.  The selling stockholders also may
loan or pledge the shares to a broker-dealer.  The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares under this prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders.  Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell

-17-

as principals, or both. Compensation as to a particular broker-dealer might be
in excess of customary broker-dealers or the selling stockholders may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933, as amended, in connection with sales of the shares. Accordingly, any
such commission, discount or concession received by them and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because selling stockholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the selling stockholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale under Rule 144 promulgated under the
Securities Act may be sold under Rule 144 rather than under this prospectus. The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities. There is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by
selling stockholders.

The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws.  In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution.  In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchase and sales of
shares of our common stock by the selling stockholders.  We will make copies of
this prospectus available to the selling stockholders and has informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.

We will file a supplement to this prospectus, if required, under Rule
424(b) under the Securities Act upon being notified by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer.  Such supplement
will disclose:

.  the name of each such selling stockholder and of the participating
broker-dealer(s),

.  the number of shares involved,

.  the price at which such shares were sold,

.  the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable,

.  that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
and

.  other facts material to the transaction.

-18-

In addition, upon being notified by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.

We will bear all costs, expenses and fees in connection with the
registration of the shares.  The selling stockholder will bear all commissions
and discounts, if any, attributable to the sales of the shares.  The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.  The selling
stockholders have agreed to indemnify certain persons, including broker-dealers
and agents, against certain liabilities in connection with the offering of the
shares, including liabilities arising under the Securities Act.

-19-

INDEMNIFICATION

Under Section 145 of the Delaware General Corporation Law, we can indemnify
our directors and officers against liabilities they may incur in their
capacities as officers and directors, including for liabilities under the
Securities Act.  Our bylaws provide that we will indemnify our directors and
officers to the fullest extent permitted by law.  Our bylaws also require us to
advance litigation expenses upon our receipt of an undertaking by the director
or officer to repay such advances if it is ultimately determined that the
director or officer is not entitled to indemnification.  The bylaws further
provide that rights conferred under such bylaws do not exclude any other right
such persons may have or acquire under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

Our certificate of incorporation provides that, under Delaware law, our
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders.  This provision in the
certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law.  In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law.  The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

We have also entered into agreements to indemnify our directors, the
directors of certain of our subsidiaries and certain of our officers in addition
to the indemnification provided for in the certificate of incorporation and
bylaws.  These agreements, among other things, indemnify our directors and
certain of our officers for certain expenses, attorneys' fees, judgments, fines
and settlement amounts incurred by such person in any action or proceeding,
including any action by or for us, on account of services as our director or
officer, or as a director or officer of any other company or enterprise to which
the person provides services at our request.

LEGAL MATTERS

The legality of the shares offered hereby will be passed upon for Odetics
by Brobeck, Phleger & Harrison LLP, Irvine, California.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended March 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement.  Our consolidated financial statements and schedule are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.

-20-

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

We have not authorized any person to make
a statement that differs from what is in
this prospectus.  If any person does
make a statement that differs from what
is in this prospectus, you should not                                 ODETICS, INC.
rely on it.  This prospectus is not an
offer to sell, nor is it seeking an
offer to buy, these securities in any                                 20,181 Shares
state in which the offer or sale is not                                     of
permitted.  The information in this                                Class A Common Stock
prospectus is complete and accurate as
of its date, but the information may
change after that date.

_________________
......................

PROSPECTUS

......................

TABLE OF CONTENTS

Page
----
ODETICS................................ 2
RISK FACTORS........................... 3
WHERE YOU CAN FIND MORE INFORMATION....13
FORWARD-LOOKING STATEMENTS.............13
USE OF PROCEEDS........................14
SELLING STOCKHOLDERS...................15
PLAN OF DISTRIBUTION...................17                              June __, 2000
INDEMNIFICATION........................20
LEGAL MATTERS..........................20
EXPERTS................................20

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various costs and expenses to be paid by
us with respect to the sale and distribution of the securities being registered.
All of the amounts shown are estimates except for the Securities and Exchange
Commission registration fee and the Nasdaq National Market listing fee.

SEC Registration Fee................................................................   $    67
Printing Expenses...................................................................     1,500
Legal Fees and Expenses.............................................................     5,000
Accounting Fees and Expenses........................................................     5,000
Miscellaneous.......................................................................     2,900
------- 
Total.............................................................................   $14,467
=======

Item 15. Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law, Odetics can
indemnify its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act.  Odetics' bylaws
provide that Odetics will indemnify its directors and officers to the fullest
extent permitted by law and require Odetics to advance litigation expenses upon
receipt by Odetics of an undertaking by the director or officer to repay such
advances if it is ultimately determined that the director or officer is not
entitled to indemnification.  The bylaws further provide that rights conferred
under such bylaws do not exclude any other right such persons may have or
acquire under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

Odetics' certificate of incorporation provides that, under Delaware law,
its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to Odetics and its stockholders.  This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.  In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to Odetics or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

Odetics has entered into agreements to indemnify its directors, the
directors of certain of its subsidiaries and certain of its officers in addition
to the indemnification provided for in the certificate of incorporation and
bylaws.  These agreements, among other things, indemnify Odetics' directors and
certain of its officers for certain expenses, attorneys' fees, judgments,

II-1

fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of Odetics, on account of
services as a director or officer of Odetics, or as a director or officer of any
other company or enterprise to which the person provides services at the request
of Odetics.

Item 16. Exhibits

Exhibit
Number
------
5.1    Opinion of Brobeck, Phleger & Harrison LLP.                            
23.1    Consent of Independent Auditors.                                       
23.2    Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).  
24.1    Power of Attorney (reference is made to page II-5 of this Registration 
Statement).                                                             

Item 17. Undertakings

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:

(i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;

(ii)  To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering price
may be reflected in the form of prospectus filed with the SEC under Rule
424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-2

(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.

(4) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of Odetics' Annual Report under Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
into this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Odetics
pursuant to the foregoing provisions, or otherwise, Odetics has been advised
that in the opinion of the SEC 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 Odetics of expenses incurred or paid by a director, officer or
controlling person of Odetics 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, Odetics will, unless in the
opinion of its counsel the question 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.

II-3

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-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on the 30th day of
June, 2000.

ODETICS, INC.

By: /s/ JOEL SLUTZKY        
---------------------------
Joel Slutzky,
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Joel
Slutzky and Gregory A. Miner, jointly and severally, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that said attorneys-in-fact or any of them, or their or his or her substitute or
substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.

Signature                                  Title                             Date
---------                                  -----                             ----

/s/ JOEL SLUTZKY                     Chairman of the Board and                     June 30, 2000
------------------------------           Chief Executive Officer
Joel Slutzky                     (Principal Executive Officer)

/s/ GREGORY A. MINER                 Director, Chief Operating Officer             June 30, 2000
------------------------------           and Chief Financial Officer
Gregory A. Miner                 (Principal Financial and Accounting
Officer)

/s/ KEVIN C. DALY                    Director                                      June 30, 2000
------------------------------ 
Kevin C. Daly 

____________________________

II-4

/s/ CRANDALL GUDMUNDSON              Director                                      June 30, 2000
------------------------------ 
Crandall Gudmundson 

/s/ JERRY F. MUENCH                  Director                                      June 30, 2000
------------------------------ 
Jerry F. Muench 

/s/ JOHN W. SEAZHOLTZ                Director                                      June 30, 2000
------------------------------ 
John W. Seazholtz 

/s/ THOMAS L. THOMAS                 Director                                      June 30, 2000
------------------------------ 
Thomas L. Thomas 

/s/ PAUL E. WRIGHT                   Director                                      June 30, 2000
------------------------------ 
Paul E. Wright 

II-5

INDEX OF EXHIBITS

Exhibit
Number
------

5.1    Opinion of Brobeck, Phleger & Harrison LLP                             
23.1    Consent of Independent Auditors                                        
23.2    Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)   
24.1    Power of Attorney (reference is made to page II-5 of this Registration 
Statement)                                                              

EXHIBIT 5.1

OPINION OF BROBECK, PHLEGER & HARRISON LLP

June 30, 2000

Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802

Re:  Odetics, Inc. Registration Statement on Form S-3
for the Resale of 20,181 Shares of Class A Common Stock

Ladies and Gentlemen:

We have acted as counsel to Odetics, Inc. a Delaware corporation
("Odetics"), in connection with the registration for resale of up to 20,181
shares (the "Shares") of Odetics' Class A Common Stock  pursuant to Odetics'
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").

This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed Odetics' charter documents and the corporate proceedings
taken by Odetics in connection with the issuance and sale of the Shares.  Based
on such review, we are of the opinion that the Shares have been duly authorized,
and are legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to Odetics or the
Shares.

Very truly yours,

/S/ Brobeck, Phleger & Harrison LLP

Brobeck, Phleger & Harrison LLP

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Odetics, Inc. for
the registration of 20,181 shares of its Class A Common Stock and to the
incorporation by reference therein of our report dated May 15, 2000, except for
the last paragraph of Note 15 as to which the date is June 12, 2000, with
respect to the consolidated financial statements and schedule of Odetics, Inc.
included in its Annual Report (Form 10-K) for the year ended March 31, 2000,
filed with the Securities and Exchange Commission.

/S/ ERNST & YOUNG LLP

Orange County, California
June 27, 2000