SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 13, 2001

ODETICS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware                            001-08762                        95-2588496
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(State or Other Jurisdiction of        (Commission File Number)      (IRS Employer Identification No.)
Incorporation)

1515 South Manchester Avenue, Anaheim, California   92802
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(Address of Principal Executive Offices)        (Zip Code)

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

Not Applicable
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(Former Name or Former Address, if Changed since Last Report)

Item 5. Other Events

On September 13, 2001, Odetics, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Item 7. Exhibits

(a)  Not Applicable.

(b)  Not Applicable.

(c)  Exhibits

99.1  Press Release dated September 13, 2001 of Odetics, Inc..

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SIGNATURE

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 hereunto duly authorized.

October 3, 2001
ODETICS, INC.,
a Delaware corporation

By: /s/ Gregory A. Miner
-----------------------------
Gregory A. Miner
Vice President, Chief Operating
Officer and Chief Financial Officer

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EXHIBIT 99.1

Odetics Completes Sale of Gyyr CCTV Products

ANAHEIM, Calif.--(BUSINESS WIRE)--Sept. 13, 2001--Odetics Inc. (Nasdaq:ODETA -
news; Nasdaq:ODETB - news) today announced that it has completed the sale to
Silent Witness Enterprises Ltd. of substantially all of the assets and certain
liabilities of its CCTV Product family.

The assets, which include inventories, capital equipment, and intellectual
property related principally to its analog and digital storage products business
were sold for approximately $8.8 million in cash paid at closing, plus the
assumption of $1 million in liabilities. Odetics expects to record a non-
operating gain of approximately $2.6 million in the quarter ended Sept. 30, 2001
related to the transaction.

As part of the transaction, Odetics will be providing at least three months of
interim services in order to transition the business smoothly to the Silent
Witness ownership. Joel Slutzky, chairman and CEO of Odetics stated: "Consistent
with our long business history in each of the Odetics businesses, our number one
priority is supporting the customer. Odetics and Silent Witness have constructed
an agreement which we believe assures superior customer support throughout this
transition."

Slutzky added: "This transaction is positive on a number of levels. The Gyyr
customer base benefits greatly from the Silent Witness commitment to the
security market. This sale also enables Odetics to retire short-term debt and
beef up cash reserves to meet its working capital needs. Finally, the completion
of this transaction marks the conclusion of another step in our progress to
bring increased focus to fewer business development initiatives -- a step we
consider critical given the current difficult capital markets."

Slutzky continued: "Odetics will continue to operate its access control business
under its new name of MAXxess. We see significant opportunities for continued
expansion of our MAXxess business to provide high-level security management
access control systems to both the public and private sector."

Odetics is engaged in the development of communication and technology companies
that may be spun-off to its shareholders. Odetics' companies develop software-
and hardware-based solutions for the intelligent transportation systems,
telecommunications, video security, and television broadcast markets. Odetics
headquarters are located in Anaheim, with additional operations in Europe and
Asia.

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About MAXxess Inc.

MAXxess is a manufacturer of high-level electronic access control systems, and
is the successor business to Gyyr Inc. The company's AXxess family of products
has been exceeding the needs of the electronic access control market for more
than 15 years. Concurrent with the sale of the assets of Gyyr's CCTV business to
Silent Witness Enterprises, Odetics changed the name of Gyyr Inc. to MAXxess
Inc. to reflect its exclusive focus on Electronic Access Control. To access
MAXxess' Web site, go to www.odetics.com.

About Silent Witness Enterprises Ltd.

Silent Witness Enterprises (Nasdaq:SILW - news; TSE:SWE - news) designs and
manufactures a full range of video monitoring technology for the global
marketplace. Founded in 1986 and with headquarters in Surrey, British Columbia,
Silent Witness is a leading provider of closed circuit television (CCTV) cameras
worldwide. Visit www.silentwitness.com.

IMPORTANT NOTICE

This news release contains statements that may be deemed to be forward-looking.
These forward-looking statements may include statements about revenue growth,
profit margins, the effect of cost reduction measures, and other statements
relating to the operating results of Odetics or its subsidiaries. Actual results
could differ materially from those projected in the forward-looking statements
as a result of risk factors such as: short product lives, technological shifts,
current technical issues that cannot be resolved on a timely basis, component
availability, competition (including new and directly competitive products from
others), pricing pressures, incorrect assumptions regarding market demand, the
significant uncertainty of market acceptance of new products by both
distributors and end-user customers, unanticipated capital requirements,
retention of key personnel, general economic conditions, the inability of the
company to execute its strategy including the completion of both private and
public equity financings of its subsidiaries, and other factors identified in
the Odetics' Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Investors are strongly encouraged to review the risk factors set forth in the
Odetics most recent SEC filings.

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Contact:

Odetics Inc., Anaheim
Gregory Miner, Chief Operating Officer
714/774-5000
http://www.odetics.com

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