SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 24, 1996

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

Delaware                0-10605                        95-2588496
(State or other jurisdiction  (Commission File Number)        (I.R.S. Employer
of incorporation)                                      Identification No.)

1515 South Manchester Avenue, Anaheim, California        92802
(Address of principal executive offices)            (Zip code)

714-774-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

ITEM 5.   OTHER EVENTS

Odetics, Inc. ("Odetics") announced on May 24, 1996 that it and ATL
Products, Inc., its wholly owned subsidiary ("ATL"), have settled all litigation
pending between them and E-Systems, Inc. and EMASS, Inc. (collectively, 
"E-Systems"). The text of Odetics' announcement is set forth in Exhibit 99 to
this Report and is incorporated herein by reference.

As previously reported, the litigation was initiated by Odetics in Superior
Court in Los Angeles County, California, in November 1995. E-Systems initiated
its own proceeding against Odetics and ATL in the District Court for Dallas
County, Texas, in February 1995. In both the California and Texas actions,
Odetics and ATL alleged various breaches of contract by E-Systems, which E-
Systems denied.

The settlement was effected pursuant to a confidential written Settlement
Agreement and General Release between the parties. Pursuant to the Settlement
Agreement, E-Systems has paid Odetics approximately $6.1 million, including an
amount designated as a royalty payment on library systems sold by E-Systems
which Odetics alleged infringed on its patented technology. The settlement
payment will be used to augment Odetics' working capital and for other general
corporate purposes.

For its part, Odetics has agreed for a period of five years to provide
spare parts and certain other customer support services for the installed base
of DataTowers that Odetics previously sold to E-Systems. The parts and services
generally will be provided in accordance with Odetics' general terms and
conditions, less a specified discount. Odetics also has agreed to refurbish nine
ACL 2640 units in E-Systems' possession and to pay to E-Systems any profits (net
of refurbishment and sales costs) realized by Odetics from the sale of the
refurbished units and to deliver to E-Systems certain inventories of parts and
supplies previously paid for by E-Systems.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

The following exhibits included with this report are made part
hereof:

Sequential Page No.
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99.  Odetics press release dated May 24, 1996          4

2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ODETICS, INC.

Date:  May 24, 1996               By: /s/ GREGORY A. MINER
-----------------------------------------
Gregory A. Miner, Chief Financial Officer

3.

EXHIBIT 99
ODETICS ANNOUNCES SETTLEMENT WITH E-SYSTEMS

Anaheim, Calif. (May 24, 1996) -- Odetics, Inc., (Nasdaq: ODETA and ODETB) today
announced that it reached an agreement with E-Systems to settle all litigation
between the parties.
Although specific terms are contained in a confidential agreement, Odetics 
expects to report a nonrecurring gain from the settlement in the current 
quarter.  The company has filed a form 8K with the Securities and Exchange 
Commission regarding the settlement.
Joel Slutzky, chairman and chief executive officer for Odetics, stated, 
"Settling this litigation frees Odetics from a significant distraction of our 
management resources and stops the litigation-related expenses.  Last year, 
expenses to support this action amounted to $1.3 million or $0.13 in earnings 
per share."
Slutzky added, "We have settled all aspects of the dispute and are 
satisfied with the agreement."
Odetics Inc. is a leading supplier of digital-data-management products and
communications equipment for the mass data storage, television broadcast and 
video security markets.  Odetics' headquarters and its major subsidiaries, ATL 
Products, Inc., and Gyyr, Inc., are located in Anaheim, Calif., with additional 
operations in Europe and Asia.  For more information about Odetics, its 
divisions and major subsidiaries see our web site at http://www.odetics.com/.