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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

ODETICS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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2
ODETICS, INC.
1515 South Manchester Avenue
Anaheim, California 92802-2907

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 27, 1995

To the Stockholders of Odetics, Inc.:

The Annual Meeting (the "Meeting") of the Stockholders of Odetics,
Inc., a Delaware corporation (the "Company"), will be held at the Company's
offices at 1515 South Manchester Avenue, Anaheim, California, on October 27,
1995 at 10:00 A.M., Pacific Daylight Time, to consider and act upon the
following matters:

I. The election of a Board of eight directors for the ensuing year;

II. Approval of the Company's Amended and Restated Outside Director
Stock Option Plan; and

III. Such other business as may properly come before the Meeting.

The close of business on September 7, 1995 has been fixed as the record
date for determination of stockholders entitled to receive notice of and to vote
at the Meeting or any adjournment thereof.

Whether or not you intend to be present at the Meeting, please date,
sign and mail the enclosed proxy in the envelope provided as promptly as
possible. You are cordially invited to attend the Meeting and your proxy can be
revoked if you are present and vote in person.

By Order of the Board of Directors

/s/JERRY MUENCH

Jerry Muench
Secretary

Anaheim, California
September 21, 1995

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE COMPLETED AND RETURNED. YOUR
COOPERATION IN PROMPTLY RETURNING YOUR SIGNED PROXY CARD WILL BE HELPFUL IN
REDUCING EXPENSES INCIDENTAL TO FOLLOWING UP THIS PROXY SOLICITATION.

3
ODETICS, INC.
1515 South Manchester Avenue
Anaheim, California 92802-2907

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Odetics, Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting (the "Meeting") of
Stockholders of the Company to be held on October 27, 1995 at 10:00 A.M.,
Pacific Daylight Time, or any adjournment thereof. The Meeting will be held at
the Company's offices at 1515 South Manchester Avenue, Anaheim, California
92802. The first date on which this Proxy Statement and related form of proxy
are being sent to the Stockholders is on or about September 21, 1995. The
accompanying proxy names Joel Slutzky and Gregory Miner, and each of them, as
proxy holders for purposes of the Meeting.

At the Meeting, the holders of record on the Record Date indicated
below (the "Stockholders") of the Company's Class A Common Stock, par value $.10
per share (the "Class A Common Stock"), and Class B Common Stock, par value $.10
per share (the "Class B Common Stock") (the Class A Common Stock and the Class B
Common Stock being referred to collectively as "Common Stock"), will consider
and act upon the following matters:

I. The election of a Board of eight directors for the ensuing year;

II. Approval of the Company's Amended and Restated Outside Director
Stock Option Plan; and

III. Such other business as may properly come before the Meeting.

All proxies that are validly completed, signed and returned to the
Company prior to the Meeting will be voted in accordance with the instructions
contained therein. If instructions are not given in the proxy, it will be voted
"FOR" the election of the directors nominated and the approval of the Company's
Amended and Restated Outside Director Stock Option Plan. With respect to any
other matter that may come before the Meeting, the proxy holders will vote the
proxy in accordance with their best judgment. Any proxy given by a Stockholder
may be revoked at any time before it is exercised, by filing with the Secretary
of the Company an instrument revoking it or a duly executed proxy bearing a
later date or by the Stockholder attending the Meeting and voting his or her
shares of Common Stock in person.

VOTING

The Board of Directors (the "Board") has fixed the close of business on
September 7, 1995 as the record date (the "Record Date") for the determination
of the Stockholders entitled to receive notice of and to vote at the Meeting or
any adjournment thereof. As of the close of business on such date, there were
4,831,925 shares of Class A Common Stock and 1,161,031 shares of Class B Common
Stock issued and outstanding. Holders of Class A Common Stock will be entitled
to elect 25% of the Board (rounded up to the nearest whole number), or two
directors. The balance of the Board will be elected by the holders of the Class
B Common Stock.

With respect to the election of the Board, the Stockholders of each
class of Common Stock will be entitled to one vote for each share then held
unless cumulative voting is in effect. As provided by the Company's Bylaws, no
Stockholder is entitled to cumulate his or her votes (as described below) except
as to candidates whose names have been placed in nomination prior to the
commencement of voting and unless at least one Stockholder has given notice
prior to commencement of the voting of his or her intention to cumulate votes.
If any Stockholder has given such notice, then each Stockholder may cumulate
votes by multiplying the number of

shares of each class of Common Stock the Stockholder is entitled to vote by the
number of directors to be elected by such class. The number of cumulative votes
thus determined may be distributed among two or more candidates or cast for one
candidate. The candidates receiving the highest number of votes, up to the
number of directors to be elected by each class of Common Stock, will be
elected. If cumulative voting is in effect, the persons named in the
accompanying proxy will vote the shares of each class of the Common Stock
covered by proxies received by them (except for any withholding authority to
vote for directors) among the candidates named herein as they determine.

Except as described above for the election of directors, holders of the
Common Stock will vote at the Meeting as a single class on all matters; each
holder of shares of Class A Common Stock will be entitled to one-tenth vote per
share and each holder of shares of Class B Common Stock will be entitled to one
vote per share.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 7, 1995, the number and
percentage ownership of the Company's Class A Common Stock and Class B Common
Stock by (i) all persons known to the Company to own beneficially more than 5%
of either class of outstanding Common Stock (based upon reports filed by such
persons with the Securities and Exchange Commission), (ii) each of the named
officers in the Summary Compensation Table which appears elsewhere herein, (iii)
each director of the Company and (iv) all executive officers and directors of
the Company as a group. Except as otherwise indicated, and subject to applicable
community property and similar laws, each of the persons named has sole voting
and investment power with respect to the Common Stock shown as beneficially
owned. An asterisk denotes beneficial ownership of less than 1%.

Class A Common Stock Class B Common Stock
------------------------------------- -----------------------------------
Name and Address Amount & Nature of Amount & Nature of
of Beneficial Owner Beneficial Ownership(1) Percent(2) Beneficial Ownership Percent(2)
--------------------------- ----------------------- ---------- -------------------- ----------

Gerald A. Weber . . . . . . 330,868(3) 6.9% 195,524(3) 16.8%
222 N. La Salle, Suite 800
Chicago, Illinois 60601
Joel Slutzky(3)(4) . . . . 96,607 2.0% 258,669 22.3%
Crandall Gudmundson(4) . . 93,879 2.0% 73,278 6.3%
Jerry Muench(4) . . . . . . 80,017(5) 1.7% 72,860(6) 6.3%
Kevin C. Daly, Ph.D.(4) . . 43,272 * -- --
James Welch(4) . . . . . . 82,189 1.7% 63,375 5.5%
Gordon Schulz(4) . . . . . 89,578 1.8% 69,302 6.0%
Gregory A. Miner(4) . . . . 7,667 * -- --
Leo Wexler . . . . . . . . 7,288(7) * 24,728(8) 2.1%
Stanley Molasky . . . . . . 45,002 * 48,268 4.2%
Ralph R. Mickelson . . . . 25,825 * 20,445(9) 1.8%
Paul E. Wright . . . . . . 8,725 * -- --
All executive officers and
directors as a group
(13 persons) . . . . . . . 635,537 13.2% 634,703 54.7%

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

(1) Included in the shares shown are shares subject to currently exercisable
options as follows: Joel Slutzky, 40,300; Crandall Gudmundson, 19,550;
Jerry Muench, 18,333; Kevin C. Daly Ph.D., 25,800; James Welch, 16,500;
Gordon Schulz, 16,500; Gregory A. Miner, 7,667; Leo Wexler, 5,325; Stanley
Molasky, 5,325; Ralph R. Mickelson, 5,325; Paul E. Wright, 725; and all
executive officers and directors as a group, 180,573.

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Footnotes - continued

(2) Included as outstanding for purposes of these calculations were 4,831,925
shares of Class A Common Stock or 1,161,031 shares of Class B Common Stock,
as the case may be, outstanding as of September 7, 1995 plus, in the case
of a particular person or group, the shares of Class A Common Stock or
Class B Common Stock, as the case may be, subject to currently exercisable
options (which are deemed to include options exercisable within 60 days
after September 7, 1995) held by that person or group, which options are
specified in note 1. Other than as described in the preceding sentence,
shares issuable upon exercise of outstanding options are not deemed to be
outstanding for purposes of this calculation.

(3) All of the shares shown are owned beneficially of record by various trusts
with respect to which Mr. Weber serves as trustee or co-trustee. Mr. Weber
shares investment and voting power as to 115,528 of the shares of Class A
Common Stock and 120,977 of the shares of Class B Common Stock shown. Mr.
Weber exercises sole investment and voting power over the remaining 215,340
shares of Class A Common Stock and 74,547 shares of Class B Common Stock
shown. The shares of Class A Common Stock and shares of Class B Common
Stock shown includes an aggregate of 274,079 shares of Class A Common Stock
and 141,136 shares of Class B Common Stock, respectively, held in trust for
the benefit of children and relatives of Mr. Slutzky, as to which shares
Mr. Slutzky has no investment or voting power and disclaims any beneficial
ownership. The shares of Class A Common Stock and shares of Class B Common
Stock shown also include 27,879 shares of Class A Common Stock and 26,978
shares of Class B Common Stock, respectively, held in trust for the benefit
of the children of Mr. Wexler, as to which shares Mr. Wexler has no
investment or voting power and disclaims any beneficial ownership.

(4) The address for each of these persons is 1515 So. Manchester Avenue,
Anaheim, California 92802.

(5) Also includes 31,114 shares of Class A Common Stock as to which Mr. Muench
shares investment and voting power with his wife.

(6) Also includes 31,114 shares of Class B Common Stock as to which Mr. Muench
shares investment and voting power with his wife.

(7) The shares shown do not include 27,879 shares held in trust for the benefit
of relatives of Mr. Wexler, as to which Mr. Wexler has no investment or
voting power and disclaims any beneficial ownership.

(8) The shares shown include 18,940 shares held in trust for the benefit of Mr.
Wexler and his relatives, as to which Mr. Wexler shares investment and
voting power with his son. The shares shown do not include 26,978 shares
held in trust for the benefit of relatives of Mr. Wexler, as to which Mr.
Wexler has no investment or voting power and disclaims any beneficial
ownership.

(9) The shares shown include 18,445 shares held in trust for the benefit of Mr.
Mickelson's wife, as to which Mr. Mickelson shares investment and voting
power with his wife.

ELECTION OF DIRECTORS

At the Meeting, it is intended that the persons named in the accompanying
proxy card will vote for the election of the eight nominees listed below, each
director to serve until the next annual meeting and until his successor is
elected. Holders of Class A Common Stock will elect two of the eight nominees
and holders of Class B Common Stock will elect the other six. If cumulative
voting is in effect, however, the proxy holders of each class of Common Stock
will have the right to cumulate and allocate votes among those nominees standing
for election with respect to such class of Common Stock as such proxy holders
elect. All of the nominees are currently directors of the Company and have
indicated that they are willing to continue to serve as directors. If at the
time of the Meeting, however, any of such nominees should be unable to serve or
should decline to serve, proxies will be voted for the election of a substitute
recommended by the Board. The Board has no reason to believe that any substitute
nominee or nominees will be required.

Messrs. Gudmundson and Wexler will stand for election by the holders of
Class A Common Stock, and Messrs. Slutzky, Muench, Mickelson, Molasky, Wright
and Daly will stand for election by the holders of Class B Common Stock.

Messrs. Slutzky, Gudmundson and Muench are founders of the Company. Mr.
Slutzky (age 56) has been Chairman of the Board since the Company's founding in
1969 and Chief Executive Officer since 1975. From May 1993 until January 1994,
he assumed the additional responsibilities of Chief Financial Officer on an
interim basis following the retirement of the Company's former Chief Financial
Officer. In January 1994, Gregory A. Miner joined the Company as Chief Financial
Officer. Mr. Gudmundson (age 64) has served as President of the Company since
1975 and has been a director since 1979. Mr. Muench (age 60) has served as a
director and Secretary since 1969 and as Vice President - Marketing since 1975.
Dr. Daly (age 51) was appointed a director of the Company in June 1993 and has
served as Vice President-Chief Technical Officer of the Company since 1987. Dr.
Daly also has been President of the Company's wholly-owned subsidiary ATL
Products, Inc., since its formation in 1993.

Messrs. Molasky and Wexler have been directors of the Company since 1969,
and Mr. Mickelson has been a director of the Company since 1975. For over ten
years, Mr. Mickelson (age 67) has been a senior partner in the Chicago law firm
of Rudnick & Wolfe. Since 1985, Mr. Molasky (age 68) has been self-employed as
an investor. For over ten years, Mr. Wexler (age 85) has been self-employed as
an investor. Mr. Wright (age 64) was appointed an outside director of the
Company in June 1993; he has served as Chairman of Chrysler Technologies Corp.,
the aerospace and defense electronics subsidiary of Chrysler Corporation, since
1988.

The Board held four regular meetings during the Company's last fiscal
year.

The Company has two standing committees, the Compensation and Stock
Option Committee and the Audit Committee, and does not have a standing
nominating committee. The Board as a whole acts upon matters that would
otherwise be the responsibility of a nominating committee. The Compensation and
Stock Option Committee, which consists of Messrs. Mickelson, Molasky, Wexler and
Wright (a member since June 18, 1993), met once during the Company's last fiscal
year. That Committee makes recommendations to the Board on the compensation of
all officers of the Company and administers the Company's stock plans.

The Audit Committee, which also consists of Messrs. Mickelson, Molasky,
Wexler and Wright (a member since June 18, 1993) met once during the Company's
last fiscal year. That committee reviews the audit and audit review programs and
procedures of the independent auditors and the Company's internal accounting
staff and the results of internal auditing procedures. The Audit Committee also
reviews the independence, professional services, fees, plans and results of the
independent auditors' engagement, and recommends their retention or discharge to
the Board.

During the last fiscal year, each of the directors attended at least 75
percent of all meetings of the Board and the committees on which he served.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH INCUMBENT DIRECTOR.
PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" EACH INCUMBENT DIRECTOR
UNLESS OTHERWISE INSTRUCTED.

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

The following table sets forth certain information regarding all
executive officers and directors of the Company as of August 31, 1995:

Name Age Capacities in Which Served
---- --- --------------------------

Joel Slutzky 56 Chairman of the Board and Chief Executive Officer

Crandall Gudmundson 64 President and Director

Jerry Muench 60 Vice President - Marketing, Secretary and Director

Kevin C. Daly, Ph.D. 51 Vice President - Chief Technical Officer and Director,
President - ATL Products, Inc.

Gordon Schulz 63 Vice President - Mechanical Engineering

James Welch 61 Vice President - Electrical Engineering

David E. Lewis 61 Vice President - Commercial Products

Gregory A. Miner 40 Vice President and Chief Financial Officer

Gary Smith 38 Vice President and Controller

Ralph Mickelson 68 Director

Stanley Molasky 68 Director

Leo Wexler 85 Director

Paul E. Wright 64 Director

The following is a brief description of the capacities in which each of
the executive officers has served during the past five years. Biographies of
Messrs. Slutzky, Gudmundson, Muench and Daly appear earlier in this Proxy
Statement. See "Election of Directors".

Messrs. Schulz and Welch are founders of the Company. Mr. Schulz has
served as Vice President - Mechanical Engineering since 1983. Mr. Welch has
served as Vice President - Electrical Engineering since 1983. Mr. Lewis has
served as Vice President - Commercial Products since 1983. Mr. Miner has served
as Vice President and Chief Financial Officer since joining the Company in
January 1994; previously he served as Vice President, and Chief Financial
Officer and a member of the Board of Directors of Laser Precision Corporation, a
manufacturer of fiber optic test equipment, since December 1984. Mr. Smith has
served as Controller since 1992 and was appointed Vice President in August 1994;
previously he served as Assistant Controller since 1990 and previous to that as
Senior Financial Analyst since 1986.

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EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation
for services in all capacities to the Company for the fiscal years ended March
31, 1995, 1994 and 1993 of those persons who were, as of March 31, 1995, the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during the year ended March 31, 1995 (the "named officers"):

Summary Compensation Table

Long-Term
Annual Compensation
Compensation Awards
----------------------- ---------------------
Restricted
Fiscal Stock Options All Other
Name and Principal Position Year Salary(1) Bonus Awards (Shares) Compensation(2)
--------------------------- ------ --------- -------- ----------- ------- ---------------

Joel Slutzky . . . . . . . . 1995 $284,441 $25,000 - - $2,994
Chairman of the Board and 1994 260,906 25,000 $3,616 33,000 3,123
Chief Executive Officer 1993 252,287 - - 28,000 2,572

Gregory Miner(3) . . . . . . 1995 201,827 57,500(3) - - -
Vice President and 1994 29,284 7,500 - 23,000 -
Chief Financial Officer

Crandall Gudmundson . . . . . 1995 179,464 - - - 2,606
President 1994 173,864 15,000 2,792 15,000 2,693
1993 154,378 - - 11,500 1,733

Gordon Schulz . . . . . . . . 1995 179,293 - - - 1,890
Vice President - 1994 173,668 10,000 3,008 7,500 1,344
Mechanical Engineering 1993 164,974 - - 11,000 1,870

James Welch . . . . . . . . . 1995 172,776 - - - 1,012
Vice President - 1994 173,400 10,000 2,856 7,500 -
Electrical Engineering 1993 164,195 - - 11,000 -

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

(1) Represents all amounts earned during the fiscal years shown, including
amounts deferred under the Company's Executive Deferral Plan and the
Company's 401(k) Plan.

(2) Represents the Company's matching contribution to the respective accounts
of the named officers under the Company's 401(k) Plan.

(3) Mr. Miner joined the Company in January 1994. Pursuant to the Company's
offer of employment to Mr. Miner, he was guaranteed a minimum level of
compensation in his first year of employment.

Directors who are not associates of the Company receive an annual fee
of $12,000 per year, paid quarterly. Additionally they receive $1,500 for each
Board meeting attended in person and $250 for each telephone conference Board
meeting.

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The Company did not grant any options, under its 1994 Long-Term
Incentive Equity Plan or otherwise, during fiscal 1995 to any of the named
officers.

The following table sets forth certain information with respect to
stock options exercised during fiscal 1995 by each of the named officers:

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

Number of Unexercised Value of Unexercised
Options Held at In-the-Money Options At
March 31, 1995 March 31, 1995(2)
--------------------- -----------------------
Shares Acquired Value
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
--------------------- --------------- ----------- ----------- ------------- ----------- -------------
Class A Class A Class A Class A Class A Class A
------- ------- ------- ------- ------- -------

Joel Slutzky . . . . 5,600 $13,300 40,300 36,000 $ 7,775 -
Gregory Miner . . . . - - 7,667 15,333 - -
Crandall Gudmundson . 3,300 7,838 19,550 15,750 4,450 -
Gordon Schulz . . . . 3,200 7,600 16,500 10,500 4,300 -
James Welch . . . . . 3,200 7,600 16,500 10,500 4,300 -

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

(1) Value is determined by subtracting the exercise price from the fair
market value (the closing price for the Company's Common Stock as
reported by the Nasdaq National Market) as of December 21, 1995 (the
date that the options were exercised) which was $6.75 and multiplying
the resulting number by the number of underlying shares of Common
Stock.

(2) Value is determined by subtracting the exercise price from the fair
market value (the closing price for the Company's Common Stock as
reported by the Nasdaq National Market) as of March 31, 1995 ($5.50 per
share) and multiplying the resulting number by the number of underlying
shares of Common Stock.

The Company has not entered into employment agreements with any of the
officers named in the foregoing tables. Consequently, there is no agreement or
policy which would result in any such named officer being entitled to severance
payments or any other compensation as a result of such officer's termination.

ASSOCIATE BENEFIT PLANS

The Company maintains a Profit Sharing Plan and Trust (the "Profit
Sharing Plan"), which qualifies under Section 401 of the Internal Revenue Code
of 1986, as amended (the "Code"). The Profit Sharing Plan provides that
associates who meet a six-month service requirement automatically become
participants. Each fiscal year, the Company, at its discretion, makes a
contribution to the Profit Sharing Plan. The Company may contribute Class A
Common Stock or cash to the Profit Sharing Plan. These contributions are
allocated to separate accounts of the participants in proportion to their
relative compensation, and are held in trust and invested. Participant accounts
are credited with investment gains and losses. Vesting depends on the
participant's years of service, with contributions being fully vested after the
participant has five years of service. When an associate leaves the Company, his
account under the Profit Sharing Plan, if vested, becomes distributable in a
lump sum or over a period of time, at the discretion of the Profit Sharing Plan
Administrator. No contributions were made to the Profit Sharing Plan for fiscal
years 1995, 1994, and 1993.

The Profit Sharing Plan also includes the Odetics, Inc. 401(k) Plan
(the "401(k) Plan"). Under the 401(k) Plan, associates with at least six months
of service with the Company or any subsidiary may elect to defer up to 15% of
their annual compensation not to exceed limits set by the Code. The maximum
deferral for calendar year 1995 is $9,140.

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The Company maintains an Associate Stock Ownership Plan (the "ASOP"),
which qualifies under Section 401 of the Code. The ASOP provides that associates
who meet a six-month service requirement automatically become participants. Each
fiscal year, the Company, at its discretion, makes a contribution to the ASOP.
The Company may contribute Class A Common Stock, or the cash to buy Class A
Common Stock. These contributions are allocated to separate accounts of the
participants in proportion to their relative compensation, and are held in
trust. Vesting depends on the participant's years of service, with contributions
being fully vested after the participant has five years of service. When an
associate leaves the Company, his account under the ASOP, if vested, is
distributed in shares of Class A Common Stock. The Company did not contribute
any shares of Class A Common Stock to the ASOP for fiscal year 1995.

The Company maintains an Executive Deferral Plan (the "Deferral Plan")
which is intended to provide deferred compensation benefits to designated
executives of the Company who contribute to the Company's growth and success.
Eligible executives may elect to defer up to 75%, but not less than $5,000, of
their annual compensation. Participation in the Deferral Plan is voluntary and
may be discontinued at any time. Payment of benefits commences upon the
retirement, death, disability of termination of employment of a participating
executive.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No directors of the Company other than those identified above as
members of the Compensation Committee served on that Committee during fiscal
1995. No member of the Compensation Committee was an officer or employee of the
Company or its subsidiary during fiscal 1995. None of the executive officers of
the Company has served on the Board of Directors or on the compensation
committee of any other entity, any of whose officers served either on the Board
of Directors or on the Compensation Committee of the Company.

Notwithstanding anything to the contrary, set forth in any of the
Company's previous or future filings under the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that might incorporate by reference previous or
future filings, including this Proxy Statement, in whole or in part, the
following report and the Performance Graph on page 11 hereof shall not be
incorporated by reference into any of such filings.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This report covers the Company's fiscal year 1995, ended March 31,
1995.

The Compensation and Stock Option Committee (the "Compensation
Committee") for fiscal year 1995 was comprised of four outside directors,
Messrs. Wexler, Molasky, Mickelson, and Wright. The Compensation Committee
recommends the general compensation levels for executives. The Compensation
Committee meets periodically to review and recommend for approval by the Board
of Directors, salaries, bonuses and benefit plans for officers and key
associates. In fiscal year 1995, the Compensation Committee met once.

The guiding principle of the Compensation Committee is to establish a
compensation program that aligns executive compensation with Company objectives
and business strategies as well as with financial and operational performance.
In keeping with this principle the Compensation Committee seeks to:

(1) attract and retain qualified senior executives, who
can play a significant role in the achievement of the
Company's goals;

(2) reward executives for strategic management and the
long-term enhancement of stockholder value; and

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(3) create a performance-oriented environment that
rewards performance with respect to the financial and
operations goals of the Company.

In fiscal year 1995, the annual compensation for the executive officers
included base salaries, bonuses and stock options.

The Company establishes salaries for the CEO and other officers by
considering the salaries of officers at comparably-sized companies according to
data obtained by the Compensation Committee from executive compensation
consultants and from other independent outside sources, including the American
Electronics Association annual survey of executive compensation.

A substantial portion of the compensation of executive officers is
based upon the award of stock options which rely on increases in the value of
the Company's common stock. The award of options is intended to encourage
executives to establish a meaningful, long-term ownership interest in the
Company consistent with the interests of the Company's stockholders. Under the
Company's stock option plans, options are granted from time to time to certain
officers and key associates of the Company and its subsidiaries at the fair
market value of the shares of common stock at the time of grant. Because the
compensation element of options is dependent on increases over time in the
market value of such shares, stock options represent compensation that is tied
to the Company's long-term performance. The award of stock options to the CEO
and executive officers is determined based upon individual performance, level of
base salary and position with the Company.

The Committee has reviewed the fiscal year 1995 base salaries of the
CEO and each of the executive officers and is of the opinion that such salaries
are not unreasonable in view of those paid by the Company's competitors and by
other companies of similar size. The Committee also reviewed the stock options
awarded to the executive officers for their services in fiscal year 1995 and is
of the opinion that the option awards are reasonable in view of the officers'
individual performance and positions with the Company.

COMPENSATION COMMITTEE:

Paul Wright, Chairman
Ralph Mickelson
Stanley Molasky
Leo Wexler

COMPANY PERFORMANCE

The graph on the following page shows a comparison of cumulative total
returns for the Company's Class A and Class B Common Stock, the Index for the
Nasdaq National Market, the American Stock Exchange ("AMEX") Market Value Index
and Media General's Industry Groups 07 for Business Data Processing and 071 for
Computers, Subsystems and Peripherals for the fiscal year periods ended March
31, 1990 through 1995. Until January 1994, the Company's Class A and Class B
Common Stock were traded on the AMEX. Since such time, the Company's Class A and
Class B Common Stock have been listed on the Nasdaq National Market.
Accordingly, the Company is using both broad market indices. Also, instead of
using the AMEX High-Technology Index that the Company used last year, the
Company is using industry indices that are not tied to a particular trading
market or exchange.

9
12

PERFORMANCE GRAPH FOR ODETICS, INC.
Indexed Comparison of Cumulative Total Return

Odetics, Inc. Class A and B Common Stock, Index for the Nasdaq National Market,
the AMEX Market Value Index and Media General's Industry Groups 07 for
Business Data Processing
and 071 for Computers, Subsystems and Peripherals

Odetics Class Media Gen- Odetics Class Media Gen-
Measurement Period A Common eral's Indus- American Stock B Common eral's Indus- NASDAQ Market
(Fiscal Year Covered) Stock try Group 07 Exchange Stock try Group 071 Index
-------------------- ------------ ------------- -------------- ------------- ------------- -------------

1990 100.00 100.00 100.00 100.00 100.00 100.00
1991 135.71 112.46 101.91 101.79 107.13 110.28
1992 114.29 116.77 109.25 98.21 95.53 116.23
1993 152.38 116.12 117.52 119.64 84.33 130.08
1994 209.52 128.03 121.11 153.57 95.77 150.33
1995 104.76 163.94 127.73 89.29 118.19 159.48

Note: Assumes $100 invested on 3/31/90 in each of Odetics, Inc. Classes A and B
Common Stock, the Index for the Nasdaq National Market, the AMEX Market Value
Index and Media General's Industry Groups 07 and 071. Assumes reinvestment of
dividends on a daily basis.

APPROVAL OF THE AMENDED AND RESTATED OUTSIDE DIRECTOR STOCK OPTION PLAN

In July 1995, the Board of Directors adopted and recommended for
submission to the Company's stockholders for their approval, the Amended and
Restated Outside Director Option Plan (the "Outside Director Plan"), which
amends the existing plan to add an additional grant of options. See "Terms of
Options." The principal features of the Outside Director Plan are summarized
below, but the description is subject to, and is qualified in its entirety by,
the full text of the Amended and Restated Outside Director Plan, which is
annexed as Exhibit B to this Proxy Statement.

REASONS FOR THE OUTSIDE DIRECTOR PLAN

The Outside Director Plan is intended to enable the Company to secure
persons of requisite business experience to serve on the Board of Directors,
motivate directors to enhance the future growth of the Company by furthering
their identification with the interests of the Company and its stockholders and
assist in retaining directors. To further this goal, the Company's Board of
Directors has adopted and recommended for submission to the stockholders for
their approval the Outside Director Plan, authorizing the granting to
non-employee directors of options to purchase a maximum of 200,000 shares of the
Company's Class A Common Stock.

TERMS AND CONDITIONS OF THE PLAN

The Outside Director Plan authorizes the granting during the period
commencing on the date of adoption of the Outside Director Plan by the
stockholders of the Company, and concluding on the tenth anniversary thereof,
options to purchase in the aggregate 200,000 shares of the Company's Class A
Common Stock. There are currently four non-employee directors who would be
eligible for the grant of options.

ADMINISTRATION

The Outside Director Plan is self-governing and is intended to meet the
requirements of Rule 16b-3(c)(2)(ii) under the Exchange Act. Therefore, all
grants of stock options are made pursuant to a pre-determined formula. The Plan
also is intended to comply with the other requirements of Rule 16b-3 under the
Exchange Act.

TERMS OF OPTIONS

The amendment to the existing outside director stock option plan
provides for a one-time grant on the third business day after the annual meeting
in which a non-employee director is elected of an immediately exercisable option
to purchase 5,000 shares of Class A Common Stock at an exercise price equal to
the last publicly reported per share sale price on the most recent date on which
the Class A Common Stock was traded.

In addition, under the terms of the Outside Director Plan before its
amendment and continuing after such amendment, on the third business day after
each annual meeting of the Company's stockholders, each non-employee director
elected at the meeting will automatically be granted an option to purchase 4,000
shares of Class A Common Stock. The exercise price of such option will be equal
to the last publicly reported per share sale price on the most recent date on
which the Class A Common Stock was traded prior to such grant. All such options
will be exercisable on the first anniversary of the date of grant as to 1,300
shares, with additional increments of 1,350 becoming exercisable on the second
and third anniversary of grant. Options granted under the Outside Director Plan
shall expire ten years from the date of grant. After options become exercisable
they may be exercised at any time or from time to time as to any part thereof.

TRANSFERABILITY AND TERMINATION

Options will not be transferable except by will or by the laws of
descent and distribution or by gift to or

11
14

for the benefit of family members of the option holder. When a non-employee
director ceases to be a member of the Board of Directors, all exercisable stock
options held by him or her shall remain exercisable for a period of five years.
Any nonexercisable stock options shall be canceled as of the date such member
ceases to be a board member.

The number of shares available under the Outside Director Plan or
subject to any outstanding options granted under the Outside Director Plan and
the exercise price of any such options shall be adjusted automatically in a
manner consistent with the effect on other stockholders arising from any
corporate restructuring or similar actions.

AMENDMENT

The Outside Director Plan may not be amended more than once every six
months other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974 or the rules thereunder, and then only to the extent
such amendment is permitted by Rule 16b-3(c)(2)(ii)(B), or its successor under
the Exchange Act. Any amendment, suspension or termination of the Outside
Director Plan shall not, without the consent of the option holder, alter or
impair any rights or obligations under any option already granted under the
Outside Director Plan. Modifications or amendments to the Outside Director Plan
may not increase the maximum number of shares, decrease the price at which
options may be granted, or change the Outside Director Plan so that it fails to
comply with Rule 16b-3 of the Securities and Exchange Commission without prior
Stockholder approval.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE OUTSIDE
DIRECTOR PLAN. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE OUTSIDE
DIRECTOR PLAN UNLESS OTHERWISE INSTRUCTED.

STOCKHOLDER PROPOSALS

Stockholder proposals to be presented at the Company's 1996 Annual
Meeting of Stockholders must be received by the Company no later than May 24,
1996 in order to be considered for inclusion in the Company's Proxy Statement
and form of proxy for such meeting.

ANNUAL REPORT

A copy of the Company's Annual Report to Stockholders for the fiscal
year ended March 31, 1995 (the "Stockholders' Annual Report") is being furnished
concurrently with this Proxy Statement to the Stockholders on the Record Date.

The Company has filed with the Securities and Exchange Commission an
annual report on Form 10-K for the 1995 fiscal year, a copy of which will be
provided without charge to any Stockholder upon written request addressed to the
Secretary of the Company at the address set forth above. No material contained
in either the Stockholders' Annual Report or the annual report on Form 10-K is
to be regarded as proxy solicitation material.

SOLICITATION OF PROXIES

All expenses incurred in connection with solicitation of the enclosed
proxy will be paid by the Company. In addition to solicitation by mail,
officers, directors and regular associates of the Company, who will receive no
additional compensation for their services, may solicit proxies by mail,
telephone, telegraph or personal call. The Company has requested that brokers
and nominees who hold stock in their names furnish this proxy material to their
customers, and will reimburse such brokers and nominees for their out-of-pocket
and reasonable expenses in connection therewith.

12
15

In the discretion of management, the Company reserves the right to
retain a professional firm of proxy solicitors to assist in solicitation of
proxies. Although management does not currently expect to retain such a firm, it
estimates that the fees of such firm would range from $5,000 to $10,000 plus
out-of-pocket expenses, all of which would be paid by the Company.

OTHER MATTERS

As of the date of this Proxy Statement, no other matter is known that
will be brought before the Meeting. However, if any other matter properly comes
before the Meeting or any adjournment thereof, the person or persons voting the
proxies will vote on such matters in accordance with their best judgment and
discretion.

By Order of the Board of Directors,

/s/ JERRY MUENCH
Jerry Muench
Secretary

Anaheim, California
September 21, 1995

13
16

EXHIBIT B

AMENDED AND RESTATED OUTSIDE DIRECTOR
STOCK OPTION PLAN OF ODETICS, INC.

1. Purpose. The Amended and Restated Outside Director Stock Option Plan
of Odetics, Inc. has been adopted to promote the longer-term growth and
financial success of the Company by (1) enhancing its ability to attract and
retain nonaffiliated individuals of outstanding ability as members of the Board
and (2) promoting a greater identity of interest between nonassociate members of
the Board and shareholders.

2. Definitions. As used in the Plan, the following terms have the
respective meanings:

(a) "Board" means the Company's Board of Directors.

(b) "Common Stock" means the Company's Class A Common Stock,
par value $.10 per share, or any successor stock issued by the Company in
replacement or conversion thereof.

(d) "Fair Market Value" means the last publicly reported per
share sale price on the most recent date on which Common Stock was traded
preceding the Grant Date.

(e) "Grant Date" means the third business day following the
Company's annual meeting of shareholders.

(f) "Initial Stock Option" means a right granted pursuant to
Section 6(a) of the Plan to a Participant on the applicable Grant Date to
purchase 5,000 shares (subject to an adjustment in accordance with the
provisions of Section 5(b) hereof) of Common Stock at the applicable Fair Market
Value.

(g) "Participant" means for each Grant Date any director
elected to the Board at the applicable annual meeting of shareholders who is not
an associate of the Company or any subsidiary or affiliate of the Company on the
applicable Grant Date.

(h) "Plan" means the Amended and Restated Outside Director
Stock Option Plan of Odetics, Inc.

(i) "Stock Option" means a right granted pursuant to Section
6(a) of the Plan to a Participant on the applicable Grant Date to purchase 4,000
shares (subject to an adjustment in accordance with the provisions of Section
5(b) hereof) of Common Stock at the applicable Fair Market Value.

1.
17

(j) "1934 Act" means the Securities Exchange Act of 1934.

3. Effective Date. The Plan shall be effective beginning on the
date it is approved by the Company's shareholders and shall remain in effect for
each applicable Grant Date until terminated. If the Plan is terminated, the
terms of the Plan shall continue to apply to all outstanding Stock Options and
Initial Stock Options granted prior to such termination.

4. Plan Operation. The Plan is intended to meet the
requirements of Rule 16b-3(c)(2)(ii) adopted under the 1934 Act and accordingly
is intended to be self-governing. To this end, the Plan is intended to require
no discretionary action by any administrative body with regard to any
transaction under the Plan except as specified in Section 5(b) of the Plan. If
any questions of interpretation arise, they shall be resolved by the Board.

5. Common Stock Available for Stock Options.

(a) Number of Shares. A maximum of 200,000 shares of
Common Stock may be issued upon the exercise of Stock Options and Initial Stock
Options granted under the Plan. Shares of Common Stock shall not be deemed
issued until the applicable Stock Option or Initial Stock Option has been
exercised and, accordingly, any shares of Common Stock represented by Stock
Options and Initial Stock Options which expire unexercised or which are
cancelled shall remain available for issuance under the Plan.

(b) Adjustments. The number of shares available or to
be subject to Stock Options and Initial Stock Options granted under the Plan and
to any outstanding Stock Options and Initial Stock Options or the exercise price
of any such Stock Options and Initial Stock Options shall be automatically
adjusted consistent with the effect on other shareholders arising from any
corporate restructuring or similar action. Such actions may include, but are not
limited to, any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, recapitalization, spin-off or other distribution (other
than normal cash dividends) of Company assets to shareholders, or any other
change affecting the Common Stock.

6. Stock Option and Initial Stock Option Terms.

(a) Granting of Stock Options and Initial Stock
Options. Each Participant shall be granted a Stock Option on each Grant Date
that the Plan is in effect and, if a Participant has not previously received an
Initial Stock Option, then such Participant shall also be granted an Initial
Stock Option on such Grant Date.

2.
18

(b) Duration and Exercisability. Each Stock Option
shall have a term of ten years from the date of grant and shall become initially
exercisable as follows:

Number of
Shares Date Initially Exercisable
--------- --------------------------

1,300 1st Grant Date Anniversary
1,350 2nd Grant Date Anniversary
1,350 3rd Grant Date Anniversary

Each Initial Stock Option shall have a term of ten years from the date of grant
and shall be entirely exercisable beginning on the date of grant.

(c) Termination of Directorship. When a Participant
ceases to be a member of the Board, for whatever reason, each exercisable Stock
Option or Initial Stock Option or portion thereof, held by such Participant
shall continue to be exercisable until the earlier of (i) the end of the
original term of such option or (ii) five years from the date such Participant
ceases to be a member of the Board. Any nonexercisable Stock Option, or portion
thereof, held by such Participant shall be cancelled as of the Participant's
date of termination of Board service.

7. General Provisions.

(a) Nontransferability of Stock Options and Initial Stock
Options. Stock Options and Initial Stock Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
the laws of descent and distribution or gifts to or for the benefit of family
members of the Participant. The designation of a beneficiary shall not
constitute a transfer. A Stock Option or an Initial Stock Option may be
exercised, during the lifetime of the Participant, only by such Participant or
his or her legal representative.

(b) Documentation of Grants. Stock Options and Initial
Stock Options shall be evidenced by written agreements or such other appropriate
documentation as the Board shall prescribe.

(c) Plan Amendment. The Board may suspend or amend the
Plan if deemed to be in the best interests of the Company and its shareholders;
provided, however, that (i) no such amendment may impair any Participant's right
regarding any outstanding Stock Option or Initial Stock Option without his or
her consent, and (ii) the Plan may not be amended more than once every six
months other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder, and only to
the extent

3.
19

such amendment is permitted by Rule 16b-3(c)(2)(ii)(B), or its successor, under
the 1934 Act.

(d) Future Rights. Neither the Plan nor the granting of
Stock Options or Initial Stock Options nor any other action taken pursuant to
the Plan, shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company shall retain a Participant for any period
of time, or at any particular rate of compensation as a member of the Board.
Nothing in this Plan shall in any way limit or effect the right of a Board or
the shareholders of the Company to remove any Participant from the Board or
otherwise terminate his or her service as a member of the Board.

(e) Governing Law. The validity, construction and
effect of the Plan and any such actions taken under or relating to the Plan
shall be determined in accordance with the laws of the State of California and
applicable federal law.

20
PROXY ODETICS, INC.

CLASS A COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Class A Common Stock of ODETICS, INC. (the
"Company") hereby appoints JOEL SLUTZKY and GREGORY MINER, and each of them,
proxies of the undersigned, each with full power to act without the other and
with power of substitution, to represent the undersigned at the Annual Meeting
of Stockholders of the Company to be held at 1515 South Manchester Avenue,
Anaheim, California on October 27, 1995 at 10:00 A.M. (Pacific Daylight Time),
and at any adjournments thereof, and to vote all shares of Class A Common Stock
of the Company held of record by the undersigned on September 7, 1995, with all
the powers the undersigned would possess if personally present, in accordance
with the instructions on the reverse hereof.

The undersigned hereby revokes any other proxy to vote at such Annual
Meeting of Stockholders and hereby ratifies and confirms all that said proxies,
and each of them, may lawfully do by virtue hereof. The undersigned also
acknowledges receipt of the notice of Annual Meeting of Stockholders to be held
October 27, 1995: Proxy Statement and Annual Report to Stockholders for the
year ended March 31, 1995 furnished herewith.

(continued, and to be signed and dated on reverse side)

/X/ Please mark
votes as in
this example.

This proxy will be voted in accordance with the instructions below, and will be
voted in favor of any matters as to which no instructions are indicated. Please
mark, sign, date and return this proxy card promptly using the enclosed
envelope.
FOR AGAINST ABSTAIN
1. Election of Directors 2. Approval of the / / / / / /
Company's Amended
Nominees standing for election by and Restated
holders of Class A Common Stock: Outside Director
Crandall Gudmundson, Leo Wexler. Stock Option Plan;
and
FOR WITHHELD
/ / / / 3. Such other business as may properly
come before the Meeting.

/ /______________________________
For all nominees except as
noted above.

Mark here / / Mark here / /
for address if you plan
change and to attend
note at left the meeting

Signature:__________________Date__________

Signature:__________________Date__________
21
PROXY ODETICS, INC.

CLASS B COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Class B Common Stock of ODETICS, INC. (the
"Company") hereby appoints JOEL SLUTZKY and GREGORY MINER, and each of them,
proxies of the undersigned, each with full power to act without the other and
with power of substitution, to represent the undersigned at the Annual Meeting
of Stockholders of the Company to be held at 1515 South Manchester Avenue,
Anaheim, California on October 27, 1995 at 10:00 A.M. (Pacific Daylight Time),
and at any adjournments thereof, and to vote all shares of Class B Common Stock
of the Company held of record by the undersigned on September 7, 1995, with all
the powers the undersigned would possess if personally present, in accordance
with the instructions on the reverse hereof.

(continued, and to be signed and dated on reverse side)

/X/ Please mark
votes as in
this example.

This proxy will be voted in accordance with the instructions below, and will be
voted in favor of any matters as to which no instructions are indicated. Please
mark, sign, date and return this proxy card promptly using the enclosed
envelope.
FOR AGAINST ABSTAIN
1. Election of Directors 2. Approval of the / / / / / /
Company's Amended
Nominees standing for election by and Restated
holders of Class B Common Stock: Outside Director
Joel Slutzky, Jerry Muench, Ralph Stock Option Plan;
R. Mickelson, Stanley Molasky, and
Paul E. Wright, Kevin C. Daly.
3. Such other business as may properly
FOR WITHHELD come before the Meeting.
/ / / /

/ /______________________________
For all nominees except as
noted above
Mark here / / Mark here / /
for address if you plan
change and to attend
note at left the meeting

Signature:__________________Date__________