1
As filed with the Securities and Exchange Commission
on November 3, 1995
Reg. No. 33-_____
==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

Delaware                                        95-2588496
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         Identification No.)

1515 South Manchester Avenue
Anaheim, California 92802-2907
(714) 774-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

Gregory A. Miner, Chief Financial Officer
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802-2907
(714) 774-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

With copy to:

Dale E. Short, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.

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, as amended, 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, please 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.  [ ]

CALCULATION OF REGISTRATION FEE

========================================================================================================================
Proposed Maximum       Proposed Maximum
Title of Each Class of Securities    Amount To Be          Offering Price        Aggregate Offering       Amount of
To Be Registered                     Registered            Per Share(1)               Price(1)        Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
$.10 par value  . . . . . . . .    31,975                      $8.00                $255,800               $100
========================================================================================================================

(1)      Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c), and based on the average of the high
and low prices on October 30, 1995 as reported on the Nasdaq National
Market.
---------------

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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

2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1995

31,975 SHARES

ODETICS, INC.

CLASS A COMMON STOCK                         

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

This Prospectus relates to the offer by the stockholders named herein
under the caption "Selling Stockholders" (collectively, the "Selling
Stockholders") for sale to the public from time to time of up to 31,975 shares
(the "Shares") of Common Stock, $.10 par value per share (the "Class A Common
Stock"), of Odetics, Inc. (the "Company") held by the Selling Stockholders.
The Company will not receive any proceeds from the sale of the Shares.

The Common Stock is quoted on The Nasdaq National Market under the
symbol "ODETA."  The closing price of the Class A Common Stock reported by The
Nasdaq National Market on November 1, 1995 was $8.50 per share.  See "Price
Range of Common Stock and Dividend Policy."

The Company has two classes of Common Stock, Class A Common Stock,
which is offered hereby by the Selling Stockholders, and Class B Common Stock.
Except with respect to the election of directors, holders of Class A Common
Stock are entitled to cast 1/10th vote per share and holders of Class B Common
Stock are entitled to cast one vote per share with respect to all matters
submitted to a vote of stockholders and a matter will be deemed approved if a
majority of the votes cast are in favor of such matter.  Holders of Class A
Common Stock, voting as a separate class, are entitled to elect 25% of the
directors of the Company (rounded up to the nearest whole number of directors)
and holders of Class B Common Stock, voting as a separate class, are entitled
to elect the balance of the directors.  See "Description of Capital Stock."

The Company has been advised by the Selling Stockholders that all or a
portion of the Shares may be sold, directly or through brokers, from time to
time by the Selling Stockholders or by certain pledgees, donees, transferees or
other successors in interest.  Such sales may be made in negotiated
transactions or in one or more transactions in the Nasdaq National Market or
otherwise at prices and terms prevailing at the time of sale.  In connection
with such sales, the Selling Stockholders and any participating brokers or
dealers may be deemed to be "underwriters" of the Shares within the meaning of
the Securities Act of 1933, as amended.  It is anticipated that usual and
customary brokerage fees will be paid by the Selling Stockholders in all
open-market transactions.  The Company will bear substantially all other
expenses of this offering.  See "Plan of Distribution."

The Company has informed the Selling Stockholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Securities
Exchange Act of 1934 may apply to their sales of the Shares and has furnished
each of the Selling Stockholders with a copy of these rules, as well as a copy
of certain interpretations thereof by the Securities and Exchange Commission.
The Company also has advised the Selling Stockholders of the requirement for
delivery of this Prospectus in connection with any sale of the Shares.

SEE "RISK FACTORS," BEGINNING ON PAGE 3, AND "RECENT DEVELOPMENTS,"
BEGINNING ON PAGE 6, FOR CERTAIN INFORMATION WHICH SHOULD BE CAREFULLY 
CONSIDERED BEFORE PURCHASING THE SHARES OFFERED HEREBY.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

============================================================================================================
Proceeds to Selling
Price to Public(1)           Stockholders(2)
- ------------------------------------------------------------------------------------------------------------
Per Share . . . . . . . . . . . . . . . . . . . . . . . .        $                             $
- ------------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . .        $                             $
============================================================================================================

(1)      Based upon the closing price of the Class A Common Stock reported by
The Nasdaq National Market on _________, 1995.

(2)      The amount shown is without deduction for brokerage fees that may be
paid by the Selling Stockholders.  The Company will bear other
offering expenses estimated at $5,600.  The Company will not receive
any proceeds from the sale of the Shares.

The date of this Prospectus is ______________, 1995

3
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy or information statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
regional offices:  Seven World Trade Center, New York, New York 10048, and
Northwestern Atrium Center, 500 W. Madison Street, Chicago, Illinois  60661.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

Additional information regarding the Company and the securities
offered hereby is contained in the Registration Statement of which this
Prospectus is a part, and the exhibits thereto, filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act").  For further
information pertaining to the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto, which
may be inspected without charge at, and copies thereof may be obtained at
prescribed rates from, the office of the Commission at Judiciary Plaza, 450
Fifth Street, Washington, D.C.  20549.  Statements contained herein concerning
the provisions of any document are not necessarily complete and in each
instance reference is made to the copy of the document filed as an exhibit or
schedule to the Registration Statement.  Each such statement is qualified in
its entirety by reference to the copy of the applicable documents filed with
the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission under
the Exchange Act (Commission File No. 0-10605) are incorporated in this
Prospectus by reference:  (a) the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995, as amended by the Company's Form 10-K/A filed
on September 25, 1995 with the Commission; and (b) the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1995.

In addition, any documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part of this Prospectus from the date of filing of such
document.  Any statement contained in a document incorporated by reference
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 such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (other than
exhibits to such documents that are not specifically incorporated by reference
in such documents).  Written requests for such copies should be directed to
Gregory A. Miner, Vice President and Chief Financial Officer, Odetics, Inc.,
1515 South Manchester Avenue, Anaheim, California 92809-2907.  Telephone
requests may be directed to Mr. Miner at (714) 774-5000.

2.

4
THE COMPANY

Odetics, Inc. (the "Company") specializes in the design and
manufacture of systems and subsystems to automate the collection, storage,
distribution and management of information.  The Company is organized into
divisions, each having primary responsibility for product development,
manufacturing and marketing of one or more of the Company's principal product
lines or services.

ATL Products, Inc., a wholly owned subsidiary of the Company (the "ATL
Products Division"), designs, develops, manufactures and markets automated
cartridge handling subsystems for integration by its customers into tape
libraries for the mid-range computer and client/server network markets.  Tape
libraries allow computer users to mechanically store, retrieve and handle
removable cartridges used in mass data storage applications.

The Company's Broadcast Division is a leading supplier of automated
videotape cassette library management systems known as "cart machines."  Cart
machines are used in broadcast television stations and satellite uplink
operations to automatically store, retrieve and televise commercials, news
posts and other television programming.

The Company's GYYR Division is a leading supplier of time-lapse
videotape cassette recorders ("VCRs"), digital image processing modules and
related products used in security and surveillance systems.  Time-lapse VCRs
record individual video pictures at reduced frame rates resulting in time
compression during playback or at full video frame rates for real-time
continuous motion.  Such systems are employed extensively for area monitoring
by banks, convenience stores, retailers and other businesses.

The Company is a leading supplier of digital data recorders used in
manned and unmanned space vehicles. Digital data recorders store data gathered
by on-board sensors prior to transmission of the data to ground receiving
stations.  The Company's recorders are used as a computer mass memory system for
on-board computers used in the U.S. Space Shuttle program.  Other representative
projects using the Company's data recorders are the French SPOT imaging
satellite and the U.S. Landsat, Galileo, Magellan and Hubble Space Telescope
projects.

The Company's ATL Products Division, Broadcast Division and GYYR
Division contributed approximately 18.5%, 15.7% and 36.1%, respectively, of the
Company's revenues for the fiscal year ended March 31, 1995.  The balance of the
Company's revenues was contributed by the Company's other divisions.  With the
exception of direct and indirect contract sales to the U.S. Government, during
the fiscal year ended March 31, 1995, no customer accounted for more than 10% of
the Company's revenues.  Total direct and indirect contract sales to the U.S.
Government and certain foreign governmental agencies accounted for approximately
19% of the Company's revenues during the fiscal year ended March 31, 1995.

RISK FACTORS

In addition to the other information included or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating the Company and its business before purchasing the
Shares offered hereby.

RELIANCE ON ATL PRODUCTS DIVISION

The Company's future results of operations and immediate prospects for
future growth will depend in large part on the continued development of the
market for mid-range computer and client/server network tape libraries and the
success of the ATL Products Division and its customers in serving this market.
Only a limited number of tape libraries incorporating the ATL Products
Division's automation subsystems have been sold, and there can be no assurance
that the ATL Products Division's customers will sell additional tape libraries
or will continue to purchase, market and support the ATL Products Division's
automation subsystems.  See "Recent Developments."  Management believes that
the continued development and future growth of the market for mid-range
computer and client/server network tape libraries will depend primarily upon
the success of computer equipment manufacturers, systems integrators and other
companies in developing applications software to meet the needs of users.
There can be no assurance that such market will continue to develop or grow.

3.

5
ATL PRODUCTS DIVISION'S RELIANCE ON CERTAIN CUSTOMERS

The ATL Products Division sells modified versions of its ACL2640 and
its recently introduced ACL452 to Digital Equipment Corporation, which
accounted for approximately 27% of the ATL Products Division's sales in fiscal
1995.  E-Systems, Inc. ("E-Systems"), previously the ATL Products Division's
largest customer, terminated its relationship with the Company in the third
quarter of fiscal 1995 and is no longer a significant customer. If Digital 
Equipment Corporation also were to elect to discontinue its relationship with
the ATL Products Division for any reason, the ATL Products Division's business
and the future results of operations of the Company would be further adversely
affected.

RECENT TRENDS IN RESULTS OF OPERATIONS

The Company incurred a net loss of $4,678,000 during fiscal 1995 as
compared to net income of $1,822,000 in fiscal 1994.  Although total revenues
increased during fiscal 1995 as compared to fiscal 1994, non-recurring charges
associated with the Company's dispute with E-Systems described below, along
with increased research and development programs and selling, general and
administrative expenses, resulted in the net loss.  No assurance can be made
that the Company will be able to continue to increase its revenues or that
further losses will not occur.

In the third quarter of fiscal 1995, the Company announced that it
recorded a non-recurring charge of $4,393,000 for loss reserves for inventory,
accounts receivable and other expenses relating to a dispute with E-Systems, a
major customer that accounted for 7% of the Company's revenue in fiscal 1994
and 9% of its revenues in fiscal 1995 through December 31, 1994.

The Company's dispute with E-Systems impaired the Company's liquidity
and cash flow during fiscal 1995.  In response to the E-Systems matter and in
an effort to improve its results of operations, the Company initiated a number
of cost-cutting measures, including early retirement incentives for its
associates and mandatory salary cuts.  The measures contributed to additional
special charges of approximately $416,000 in the fourth quarter of fiscal 1995.
There can be no assurance that these measures will be successful, however, or
that further measures will not be required.  There also can be no assurance
that the Company will not incur additional special charges in the future
relating to the E-Systems matter.

FLUCTUATIONS IN QUARTERLY RESULTS

The Company's results of operations also are subject to considerable
fluctuations from quarter to quarter due to changes in demand for the Company's
products and other factors, and there can be no assurance that the Company will
be profitable in any particular quarter.  Demand for the Company's products in
each of the markets it serves can vary significantly from quarter to quarter
due to revisions in budgets or schedules for customer projects requiring the
Company's products, changes in demand for the customers' products which
incorporate or utilize the Company's products, ongoing "make-versus-buy"
decisions of the Company's customers and other factors beyond the Company's
control.

COMPETITION

The Company competes in each market it serves with numerous other
companies, many of which have far greater name recognition and financial,
technological, marketing and customer service resources than the Company.  The
ATL Products Division competes in the mid-range computer tape library market
with Exabyte, IBM and Storage Technology, which are large integrated suppliers
of computer products.  E-Systems, through its recently acquired GRAU Automation
subsidiary, also is expected to compete with the ATL Products Division.
Although certain other computer equipment manufacturers currently purchase
automation subsystems from the ATL Products Division, one or more of these
companies also may decide in the future to develop and sell their own
automation subsystems, which may compete with subsystems sold by the ATL
Products Division.  The Broadcast Division's principal competitors are Sony
Corporation ("Sony"), Panasonic and Avid Corporation.  The GYYR Division's
principal competitors are Panasonic, Toshiba, Sanyo and Sony.  There can be no
assurance that the Company will be able to compete effectively in the markets
for its products.

4.

6
TECHNOLOGICAL OBSOLESCENCE; PRODUCT DEFECTS

The markets served by the Company are characterized by rapid
technological advances, downward price pressure in the marketplace as
technologies mature, changes in customer requirements and frequent new product
introductions and enhancements.  The Company's business requires substantial
ongoing research and development efforts and expenditures, and its future
success will depend on its ability to enhance its current products, reduce
product costs and develop and introduce new products that keep pace with
technological developments in response to evolving customer requirements.  The
Company's failure to anticipate or respond adequately to technological
developments and changing customer requirements or the occurrence of
significant delays in new product development or introduction could result in a
loss of anticipated future revenues and impair the Company's competitiveness.

New products, when first released by the Company, may contain
undetected design faults and software errors, or "bugs" that, despite testing
by the Company, are discovered only after a product has been installed and used
by customers.  There can be no assurance that faults or errors in the Company's
existing products or in new products introduced by the Company will not be
discovered in the future, causing delays in product introduction and shipments
or requiring design modifications that could adversely affect the Company's
competitive position and results of operations.  In addition, there can be no
assurance that new products or product enhancements developed by the Company
will achieve market acceptance or, if successful, will not adversely impact
sales of the Company's existing products.

RELIANCE ON GOVERNMENT CONTRACT BUSINESS

During the fiscal years ended March 31, 1993, 1994 and 1995, direct
and indirect sales to the U.S. Government and certain foreign governmental
agencies pursuant to contracts accounted for approximately 36%, 27% and 19%,
respectively (22%, 18% and 12%, respectively, to the U.S. Government), of the
Company's revenues.  Management expects the portion of the Company's total
revenues derived from government sales to continue to decline and is exploring
its options with respect to the information storage division.

The Company's backlog of unfulfilled firm orders was approximately
$21,600,000 at March 31, 1995, as compared with approximately $22,200,000 at
March 31, 1994.  Pursuant to the customary terms of the Company's agreements
with government contractors and other customers, orders generally may be
cancelled or rescheduled by the customer.  For these reasons, among others, the
Company's backlog at a particular date may not be indicative of its future
revenues.

RELIANCE ON CERTAIN SUPPLIERS

The Company purchases numerous parts, supplies and other components
from various independent suppliers, which the Company assembles into its
products.  Any future disruptions in supply of suitable parts and components
from the Company's principal suppliers could have a material adverse effect on
the Company's business and results of operations.

POSSIBLE VOLATILITY OF STOCK PRICE

The trading price of the Company's Class A Common Stock from time to 
time has fluctuated widely.  The trading price of the Company's Class A Common 
Stock may be subject to similar fluctuations in the future in response to
quarter-to-quarter variations in the Company's operating results, announcements
of technological innovations or new products by the Company or its competitors,
general conditions in the data storage and computer industries and other events
or factors.  See "Price Range of Common Stock and Dividend Policy."

CONCENTRATION OF OWNERSHIP

The Company's officers and directors own beneficially an aggregate of
approximately 454,964 shares (9%) of the outstanding Class A Common Stock and
approximately 634,703 shares (54.7%) of the outstanding Class B Common Stock,
respectively, which represents approximately 41% of the total combined voting
power of the

5.

7
outstanding shares of Class A Common Stock and Class B Common Stock.  Such
persons also own options to purchase up to an additional 180,573 shares of
Class A Common Stock.  As a result of their stock ownership, such persons have
the ability to elect a majority of the Company's directors and to direct its
business and affairs.  The Company also maintains an employee stock ownership
plan, which owned approximately 8% of the Company's Class A Common Stock
outstanding as of October 1, 1995.  This concentration of stock ownership of
the Company may have the effect of delaying or preventing a change in
management or control of the Company.

ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BYLAWS AND STOCK STRUCTURE

The Company has two classes of Common Stock with unequal voting power:
Class A Common Stock, including the Shares offered hereby, entitles the holder
to 1/10th vote per share and Class B Common Stock entitles the holder to one
vote per share, with concentration of ownership of the Class B Common Stock in
the Company's officers and directors and their affiliates.  Additionally, the
Company's Board of Directors is elected annually on a split-vote basis, with
the holders of Class A Common Stock currently being entitled to elect two of
the directors and holders of the Class B Common Stock currently being entitled
to elect the remaining six directors.  These provisions could have the effect
of discouraging a proxy contest or making it more difficult for a third party
acquiring a substantial block of the Company's Common Stock to effect a change
in management and control of the Company.  Such provisions also could limit the
price that investors might be willing to pay in the future for shares of the
Company's Common Stock.

The Board of Directors of the Company is authorized to issue, without
stockholder approval, up to 2,000,000 shares of Preferred Stock with voting,
conversion and other rights and preferences, as well as additional shares of
Common Stock, which could adversely affect the voting power or other rights of
the holders of Class A Common Stock.  Although the Company has no current plans
to issue any shares of Preferred Stock or additional shares of Common Stock,
the future issuance of Preferred Stock or Common Stock or of rights to purchase
Preferred Stock or Common Stock could be used to discourage an unsolicited
acquisition proposal.  See "Description of Capital Stock."

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares offered hereby by the Selling Stockholders.

RECENT DEVELOPMENTS

The Company currently is in violation of certain financial loan
covenants contained in its line of credit agreement with its primary banks.
The Company is working with its primary banks to amend the Loan and Security
Agreement pertaining to the line of credit to revise the covenants in question
so that the Company would be in compliance with the terms of the line of
credit.

In June 1995, the Company filed suit against Storage Technology
Corporation ("Storage Technology") and certain other defendants in United
States Federal Court for the Eastern District of Virginia, Alexandria Division,
alleging that certain products manufactured and sold by Storage Technology
infringe a Company patent covering automated tape libraries.  The Company seeks
injunctive relief against further infringement and monetary damages according
to proof, which are subject to trebling under certain circumstances.  In its
answer to the Company's complaint in this action, Storage Technology has
asserted counterclaims against the Company and the ATL Products Division for
alleged infringement of certain patented technology of Storage Technology.  The
matter is scheduled for trial on January 22, 1996. Management intends to
vigorously prosecute the Company's claim and defend against Storage
Technology's counterclaims.  No prediction can be made as to the likely outcome
of this matter, but management believes that the outcome of the suit is not
likely to have a material adverse effect on the Company's business or financial
condition.

6.

8
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Class A Common Stock and Class B Common Stock are traded in The
Nasdaq National Market under the symbols "ODETA" and "ODETB," respectively.
Prior to January 4, 1994, the Company's Class A Common Stock and Class B Common
Stock were traded on the American Stock Exchange (the "AMEX") under the symbols
"OA" and "OB," respectively.  The following table sets forth for the fiscal
periods prior to January 1994 the high and low sale prices for the Class A
Common Stock and Class B Common Stock as reported on the AMEX and for the
fiscal periods commencing January 1994 the high and low sale prices of the
Class A Common Stock and Class B Common Stock as reported on The Nasdaq
National Market:

CLASS A COMMON STOCK         CLASS B COMMON STOCK
----------------------        ---------------------
HIGH           LOW           HIGH           LOW
-------        -------        -------       -------

FISCAL YEAR ENDED MARCH 31, 1994
1st Quarter  . . . . . . . . . . . . . . . . . . . . .    $10 1/2        $ 6 3/4         $10          $ 7 7/8
2nd Quarter  . . . . . . . . . . . . . . . . . . . . .     11 1/4          8              11            9 3/8
3rd Quarter  . . . . . . . . . . . . . . . . . . . . .     11 1/4          7 1/2          11 5/8        8 7/8
4th Quarter  . . . . . . . . . . . . . . . . . . . . .     12 3/4          8 1/2          12 1/2        9
FISCAL YEAR ENDING MARCH 31, 1995
1st Quarter  . . . . . . . . . . . . . . . . . . . . .    $10 5/8        $ 7 3/4         $10 1/2      $ 8
2nd Quarter  . . . . . . . . . . . . . . . . . . . . .     10              7               9 1/2        7
3rd Quarter  . . . . . . . . . . . . . . . . . . . . .      7 3/4          5 1/4           7 1/4        5 7/8
4th Quarter  . . . . . . . . . . . . . . . . . . . . .      6 3/4          3 3/4           6 3/4        4
FISCAL YEAR ENDING MARCH 31, 1996
1st Quarter  . . . . . . . . . . . . . . . . . . . . .    $ 5 1/2        $ 4             $ 5 3/4      $ 4 3/4
2nd Quarter  . . . . . . . . . . . . . . . . . . . . .      5 3/4          5               6            5
3rd Quarter (through October 18, 1995) . . . . . . . .      9 5/8          4 5/8           9 1/2        5

For a recent closing price of the Class A Common Stock reported by The
Nasdaq National Market, see the cover page of this Prospectus.  As of October
18, 1995, the Company had 828 holders of record of Class A Common Stock and 251
holders of record of Class B Common Stock according to information furnished by
the Company's transfer agent.

The Company has never paid any cash dividends on its Common Stock, and
it has no current plans to pay such dividends in the foreseeable future.  The
Company currently intends to retain any earnings for working capital and
general corporate purposes.  The Company's bank line of credit includes
customary restrictions on the payment of cash dividends by the Company.

7.

9
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of income (loss) data
for the three years in the period ended March 31, 1995 and the selected
consolidated balance sheet data as of March 31, 1994 and 1995 are taken or
derived from the consolidated financial statements of the Company and notes
thereto incorporated by reference in this Prospectus and audited by Ernst &
Young LLP as set forth in their report thereon also incorporated by reference
herein.  The selected consolidated statement of income (loss) data for the
years ended March 31, 1991 and 1992 and the selected consolidated balance sheet
data as of March 31, 1991, 1992 and 1993 are taken or derived from audited
consolidated financial statements of the Company not included or incorporated
by reference herein.  The following selected consolidated statement of income
data for the three months ended June 30, 1994 and 1995 and the consolidated
balance sheet data as of June 30, 1995 are taken or derived from the unaudited
consolidated financial statements of the Company and notes thereto incorporated
by reference in this Prospectus.  The following data should be read in
conjunction with "Management's Discussion and Analysis of Results of Operations
and Financial Condition" and the consolidated financial statements and notes
thereto incorporated by reference in this Prospectus.

CONSOLIDATED STATEMENT OF INCOME (LOSS) DATA

THREE MONTHS
YEAR ENDED MARCH 31,                     ENDED JUNE 30,    
-----------------------------------------------------  ---------------------
1991       1992       1993       1994       1995        1994        1995  
--------  ----------  ---------  --------- ----------  ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales   . . . . . . . . . . . . . . .  $44,390     $40,346    $48,487    $66,063    $74,465     $17,968    $19,167
Contract revenues . . . . . . . . . . . .   28,001      29,918     20,825     18,099     13,280       4,517      2,270
------      ------     ------     ------     ------      ------     ------
Total net sales and contract revenues . .   72,391      70,264     69,312     84,162     87,745      22,485     21,437
Cost of sales   . . . . . . . . . . . . .   28,727      27,671     33,668     44,281     51,148      12,315     12,185
Cost of contract revenues . . . . . . . .   18,960      19,994     13,967     11,114      6,633        2,030     1,359
Selling, general and administrative         15,726      14,627     14,169     17,162     20,899        4,911     5,143
expenses  . . . . . . . . . . . . . . .
Research and development expenses . . . .    5,057       5,621      5,187      7,268      9,309        2,087     1,730
Non-recurring charges . . . . . . . . . .        -           -          -          -      4,809            -         -
Interest expense  . . . . . . . . . . . .    2,404       2,275      2,125      1,772      1,925         437        680
-------     -------    -------     ------      -----      ------      -----
Income (loss) before income taxes . . . .    1,517          76        196      2,565     (6,978)         705       340
Income tax expense (benefit)  . . . . . .      495         (13)        55        743     (2,300)        240        129
-------     --------   -------      -----     ------      ------      -----
Net income (loss) . . . . . . . . . . . .  $ 1,022    $     89   $    141    $ 1,822    $(4,678)     $  465     $  211
=======    ========   ========    =======    =======                       
Cash dividends per common share . . . . .  $    --    $     --   $     --    $    --    $    --      $    -     $    -
=======    ========   ========    =======    =======                       
Net income (loss) per common share  . . .  $   .24    $    .02   $    .03    $   .34    $  (.80)     $  .08     $  .04
=======    ========   ========    =======    =======                       
Weighted average number of common shares     4,292       4,466      4,529      5,326      5,872        5,961     5,965

CONSOLIDATED BALANCE SHEET DATA

MARCH 31,                                      JUNE 30,
-------------------------------------------------------------------------   --------------

1991          1992           1993           1994            1995             1995     
------------  ------------   ------------   ------------   --------------   --------------
(in thousands)

Working capital . . . . . . . . . . . .   $20,661       $23,429        $23,636        $29,062          $32,733          $34,109
Total assets  . . . . . . . . . . . . .    56,225        58,589         55,124         65,928           72,358           71,971
Long-term debt (less current portion) .    24,561        26,216         24,413         16,723           25,757           26,812
Retained earnings . . . . . . . . . . .     8,654         8,743          8,884         10,706            6,028            6,239
Stockholders' equity  . . . . . . . . .    17,721        18,723         19,213         31,239           27,736           27,952

8.

10
SELLING STOCKHOLDERS

The following table lists the Selling Stockholders, the number of
shares of Class A Common Stock held by each Selling Stockholder as of the date
of this Prospectus, the number of Shares offered hereby and the number and
percent of shares of Class A Common Stock to be held by each such Selling
Stockholder after the offering.  None of the Selling Stockholders owns
beneficially any shares of the Company's Class B Common Stock.

CLASS A COMMON STOCK
OWNERSHIP              
SHARES OF CLASS A      ----------------------------         PERCENT            
COMMON STOCK          BEFORE THE      AFTER THE       OWNERSHIP AFTER
SELLING STOCKHOLDER          OFFERED HEREBY          OFFERING        OFFERING        THE OFFERING    
- ---------------------------   ---------------------    ------------   -------------   -------------------

Donald A. Forbes  . . . .               27,614             32,453          4,839                 *
E. Dale Lowe  . . . . . .                4,361              4,361              0                 0

- ----------                                                                  
*  Less than one percent of the outstanding Class A Common Stock.

The Company originally issued 11,907 of the Shares being offered
hereby by the Selling Stockholders to the Selling Stockholders in connection
with the Company's acquisition in April 1994 of certain assets formerly owned
by American Broadcast Systems, Inc. ("ABS").  Pursuant to the terms of the 
acquisition agreement, as amended, the Selling Stockholders received an 
aggregate of 29,232 additional shares of common stock in May 1995, following 
the end of the Company's fiscal year ended March 31, 1995. In October 1995, Mr. 
Lowe received an additional 2,000 shares of the Class A Common Stock, following 
the fiscal quarter ended September 30, 1995, which shares also are being 
offered pursuant to this Prospectus.

The shares issued to the selling stockholders in May and October 1995 
had an aggregate value, when issued, of $200,000 based on the relevant trading 
prices of the Class A Common Stock. In addition, pursuant to a non-competition 
agreement entered into by Donald A. Forbes in connection with the Company's 
acquisition of ABS, the Company has issued to Mr. Forbes 31,586 shares of 
Class A Common Stock, of which 23,761 are being offered pursuant to this 
Prospectus. No further shares are issuable to the Selling Stockholders in 
connection with these transactions.

As a condition to the closing of the Company's acquisition of the
assets of ABS, the Company granted the Selling Stockholders certain rights to
have the shares of Class A Common Stock issued to them in the acquisition,
including any future issuances of shares pursuant to the acquisition agreement
and the non-competition agreement, registered pursuant to the Securities Act.

Messrs. Lowe and Forbes were the co-owners of ABS, immediately prior
to the Company's acquisition of ABS's assets.  Since the acquisition, Mr.
Forbes has served as the General Manager of  ABS Products Group pursuant to a
written employment agreement with the Company.  Neither of the Selling
Stockholders has or has had any other position, office or other material
relationship with the Company.

PLAN OF DISTRIBUTION

The Company has been advised by the Selling Stockholders that all or a
portion of the Shares may be sold, directly or through brokers, from time to
time by the Selling Stockholders or by certain pledgees, donees, transferees or
other successors in interest.  Such sales may be made in negotiated
transactions or in one or more transactions in The Nasdaq National Market or
otherwise at prices and terms prevailing at the time of sale.  In connection
with such sales, the Selling Stockholders and any participating brokers or
dealers may be deemed to be "underwriters" of the Shares within the meaning of
the Securities Act, and any discounts or commissions received by such brokers
or dealers and any profit on the sale of the Shares covered hereby by the
Selling Stockholders or such brokers or dealers might be deemed to be
underwriting discounts and commissions under the Securities Act.  Sales in The
Nasdaq Stock Market may be made to broker-dealers making a market in the Class
A Common Stock or other broker-dealers, and such broker-dealers, upon their
resale of such securities, may be deemed to be "Selling Stockholders" in this
offering.

9.

11
It is anticipated that usual and customary brokerage fees will be paid
by the Selling Stockholders in all open-market transactions.  The Company will
bear all other costs and expenses of this offering, other than fees of counsel
(if any) for the Selling Stockholders.  The Company will not receive any of the
proceeds from the sale of the Shares offered hereby.

From time to time this Prospectus will be supplemented and amended as
required by the Securities Act.  During any time when a supplement or amendment
is so required, the Selling Stockholders are to cease sales until the
Prospectus has been supplemented or amended.

The Company has informed the Selling Stockholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Exchange Act
may apply to their sales of the Shares and has furnished each of the Selling
Stockholders with a copy of these rules, as well as a copy of certain
interpretations thereof by the Commission.  The Company also has advised the
Selling Stockholders of the requirement for delivery of this Prospectus in
connection with any sale of the Shares.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 2,000,000 shares of Preferred
Stock, $1.00 par value, none of which were issued and outstanding, 10,000,000
shares of Class A Common Stock, $.10 par value, 4,834,975 of which were issued
and outstanding, and 2,600,000 shares of Class B Common Stock, $.10 par value,
1,161,031 of which were issued and outstanding as of October 18, 1995.

PREFERRED STOCK

The Board of Directors of the Company is authorized, without further
action by the Company's stockholders, to issue from time to time shares of
Preferred Stock in one or more classes or series and to fix the designations,
voting rights, liquidation preferences, dividend rights, conversion rights,
rights and terms of redemption (including sinking fund provisions) and certain
other rights and preferences of the Preferred Stock.  The issuance of shares of
Preferred Stock under certain circumstances could adversely affect the voting
power of the holders of Common Stock and may have the effect of delaying,
deferring or preventing a change in control of the Company.  As of the date of
this Prospectus, the Company has no plan or arrangement for the issuance of any
shares of Preferred Stock.

COMMON STOCK

Except with respect to the election of directors, holders of Class A
Common Stock are entitled to cast 1/10th vote per share and holders of Class B
Common Stock are entitled to cast one vote per share with respect to all
matters submitted to a vote of stockholders and a matter will be deemed
approved if a majority of the votes cast are in favor of such matter.  Holders
of Class A Common Stock, voting as a separate class, are entitled to elect 25%
of the directors of the Company (rounded up to the nearest whole number of
directors) and holders of Class B Common Stock, voting as a separate class, are
entitled to elect the balance of the directors.  Holders of Class A Common
Stock and Class B Common Stock may cumulate their votes in the election of
directors if they comply with the provisions of the Company's Bylaws as to
cumulative voting.

Holders of shares of Common Stock have no preemptive or subscription
rights.  Common Stock is neither redeemable nor convertible, except that shares
of Class B Common Stock are convertible at the option of the holder into a like
number of shares of Class A Common Stock, and there are no sinking fund
provisions for Common Stock.  Holders of Common Stock are entitled to share pro
rata in any dividends declared by the Board of Directors of the Company out of
funds legally available therefor and, in the event of liquidation, in the net
assets of the Company available for distribution.

The outstanding shares of Common Stock, including the Shares of Class
A Common Stock offered hereby, are validly issued, fully paid and
nonassessable.

CERTAIN CHARTER PROVISIONS

The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by law, the liability of its directors to the Company and its
stockholders for monetary damages for breach of a director's fiduciary duty.
This provision is intended to afford the Company's directors the benefit of the
Delaware General Corporation Law, which provides that

10.

12
directors of Delaware corporations may be relieved of monetary liability for
breach of their fiduciary duty of care, except under certain circumstances
involving breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law or any
transaction from which the director derived an improper personal benefit.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203"), which restricts certain transactions and
business combinations between a corporation and an "Interested Stockholder" for
a period of three years from the date the stockholder became an Interested
Stockholder.  Subject to certain exceptions, unless the transaction is approved
by the corporation's board of directors and the holders of at least 66 2/3% of
the outstanding voting stock of the corporation (excluding shares held by the
Interested Stockholder), Section 203 prohibits significant business
transactions such as a merger with, disposition of assets to or receipt of
disproportionate financial benefits by the Interested Stockholder, or any other
transaction that would increase the Interested Stockholder's proportionate
ownership of any class or series of the corporation's stock.  The statutory ban
does not apply if, upon consummation of the transaction in which any person
becomes an Interested Stockholder, the Interested Stockholder owns at least 85%
of the outstanding voting stock of the corporation (excluding shares held by
persons who are both directors and officers and shares held pursuant to certain
stock plans).  The Company may elect in its Certificate of Incorporation or
Bylaws not to be governed by Section 203, but it has not made such an election.

REGISTRAR AND TRANSFER AGENT

The Transfer Agent and Registrar for the Common Stock is First
National Bank of Boston, Boston, Massachusetts.  Its telephone number is (617)
575-2900.

LEGAL MATTERS

The validity of the Shares offered hereby has been passed upon by Troy
& Gould Professional Corporation, Los Angeles, California.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended March 31, 1995, have
been audited by Ernst & Young LLP (formerly Ernst & Young), independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Commission) given upon the authority of such firm as experts in
accounting and auditing.

11.

13

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

No dealer, salesman or other person has
been authorized to give any information or make
any representations, other than those contained
in this Prospectus, in connection with the
offering hereby, and, if given or made, such
information and representations must not be
relied upon as having been authorized by the
Company or the Selling Stockholders.  This
Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, any
securities to any person in any State or other
jurisdiction in which such offer or solicitation
is unlawful.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,                           31,975 Shares
under any circumstances, create any implication
that there has been no change in the affairs of
the Company or the facts herein set forth since
the date hereof.

ODETICS, INC.

_______________

TABLE OF CONTENTS
Class A Common Stock
Page
----

Available Information . . . . . . . .
Incorporation of Certain
Documents by Reference  . . . . . .
The Company . . . . . . . . . . . . .
Risk Factors  . . . . . . . . . . . .                                    ____________
Use of Proceeds . . . . . . . . . . .
Recent Developments . . . . . . . . .                                     PROSPECTUS
Price Range of Common Stock                                              ____________
and Dividend Policy . . . . . . . .
Selected Consolidated
Financial Data  . . . . . . . . . .
Selling Stockholders  . . . . . . .
Plan of Distribution  . . . . . . . .
Description of Capital Stock  . . . .
Legal Matters . . . . . . . . . . . .                                 ___________, 1995
Experts . . . . . . . . . . . . . . .

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

14
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company estimates that expenses in connection with the
distribution described in this Registration Statement will be as follows.  All
expenses incurred with respect to the distribution will be paid by the Company.

SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   100
Printing expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         250
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,000
Legal fees and expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,000
Fees and expenses for qualification under state securities laws  . . . . . . . . . . . .         250
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 5,600
=======

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by law, the liability of its directors to the Company and its
stockholders for monetary damages for breach of the directors' fiduciary duty.
This provision is intended to afford the Company's directors the benefit of the
Delaware General Corporation Law (the "GCL"), which provides that directors of
a Delaware corporation may be relieved of monetary liability for breach of
their fiduciary duty of care, except under certain circumstances involving
breach of a director's duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or any
transaction from which the director derived an improper personal benefit.

The Company's Certificate of Incorporation and Bylaws require
indemnification of the Company's directors and officers to the maximum extent
permitted by the GCL.  Section 145 of the GCL authorizes indemnification by a
Delaware corporation when a person is made a party to any proceeding by reason
of the fact that such person is or was a director, officer, employee or agent
of the corporation or was serving as a director, officer, employee or agent of
another enterprise, at the request of the corporation, and if such person acted
in good faith and in a manner reasonably believed by him or her to be in, or
not opposed to, the best interests of the corporation.  With respect to any
criminal proceeding, such person must have had no reasonable cause to believe
that his or her conduct was unlawful.  If it is determined that the conduct of
such person meets these standards, he or she may be indemnified for expenses
incurred and amounts paid in such proceeding (including attorneys' fees) if
actually and reasonably incurred by him or her in connection therewith.

If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper.  Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her.  In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.

The Company also has entered into contractual arrangements with its
directors and officers pursuant to which such persons may be entitled to
indemnity from the Company against certain liabilities arising from the
discharge of their duties in such capacities.

II-1

15
The Company maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Company and its stockholders.

The foregoing indemnification and insurance provisions are broad
enough to encompass certain liabilities of directors and officers of Company
under the Securities Act of 1933.

ITEM 16.  EXHIBITS

The following exhibits filed herewith or incorporated herein by
reference are made a part of this Registration Statement:

4.1     Specimen Class A Common Stock certificate*

4.6     Agreement of Purchase and Sale of Assets, dated as of April 24, 1994 between the Company and American Broadcast Systems,
Inc. (the "ABS Agreement")*

4.7     Non-Competition Agreement, dated as of April 23, 1994, between the Company and Donald A. Forbes*

4.8     Amendment, dated as of May 12, 1995, to the ABS Agreement*

5       Opinion of Troy & Gould Professional Corporation

22       Subsidiaries of the Company (filed as Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995 and incorporated herein by reference)

23.1     Consent of Troy & Gould Professional Corporation (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP

24       Power of Attorney

________________________

*        Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (File No. 33-89652) and incorporated herein by reference.

ITEM 17.  UNDERTAKINGS

(a)     The Company hereby undertakes:

(1)      To file, during any period in which offers or sales
are being made of the securities registered hereby, 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;

(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 thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement;

II-2

16
(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 (i) and (ii) do not apply if the
information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

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

(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.

(b)     The Company hereby undertakes:

That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

17
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on November 1,
1995.

ODETICS, INC.

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joel Slutzky and Gregory A.  Miner, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments (including
post-effect amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, 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 and about the
premises, as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
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                     November 1, 1995
- --------------------------------------         Chief Executive Officer
Joel Slutzky                                   (Principal Executive Officer)

/s/ Crandall Gudmundson                        Director                                      November 1, 1995
- --------------------------------------                                                                       
Crandall Gudmundson

/s/ Ralph Mickelson                            Director                                      November 1, 1995
- --------------------------------------                                                                       
Ralph Mickelson

/s/ Stanley Molasky                            Director                                      November 1, 1995
- --------------------------------------                                                                       
Stanley Molasky

/s/ Leo Wexler                                 Director                                      November 1, 1995
- --------------------------------------                                                                       
Leo Wexler

/s/ Paul E. Wright                             Director                                      November 1, 1995
- --------------------------------------                                                                       
Paul E. Wright

/s/ Gregory A. Miner                           Vice President and Chief Financial            November 1, 1995
- --------------------------------------         Officer (Principal Financial Officer)
Gregory A. Miner

/s/ Jerry Muench                               Director                                      November 1, 1995
- --------------------------------------                                                                       
Jerry Muench

/s/ Kevin C. Daly                              Director                                      November 1, 1995
- --------------------------------------                                                                       
Kevin C. Daly, Ph.D.

/s/ Gary Smith                                 Controller (Principal Accounting              November 1, 1995
- --------------------------------------         Officer)
Gary Smith

II-4

18
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Registration Statement on
Form S-3 and related Prospectus of Odetics, Inc. for the registration of 31,975
shares of its Class A Common Stock and to the incorporation by reference
therein of our report dated June 27, 1995, with respect to the consolidated
financial statements and schedule of Odetics, Inc.  included in its Annual
Report on Form 10-K and as amended on Form 10-K/A for the year ended March 31,
1995, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Orange County, California
October 31, 1995

II-5

19
INDEX TO EXHIBITS

Sequential
Exhibits                                                                                            Page No.  
- --------                                                                                          ------------

5        Opinion of Troy & Gould Professional Corporation

23.1      Consent of Troy & Gould Professional Corporation (included in Exhibit 5)

23.2      Consent of Ernst & Young LLP (included on page II-5 hereof)

24        Power of Attorney (included on page II-4 hereof)

1
EXHIBIT 5

November 1, 1995
ODE 2.1

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

Gentlemen:

We have acted as counsel for Odetics, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (the "Registration Statement").  The Registration
Statement relates to the offer and sale by the selling securityholders named
therein (the "Selling Securityholders") of up to 31,975 shares (collectively,
the "Shares") of Class A Common Stock, $.10 par value, of the Company.

In acting as counsel to the Company, we have examined originals or
copies, certified to our satisfaction, of such documents, corporate records and
other instruments as we have deemed necessary, and we are familiar with the
proceedings heretofore taken by the Company in connection with the
authorization, issuance and sale by the Company to the Selling Securityholders
of the Shares.  In addition, we have examined such books and records of the
Company as in our judgment is necessary or appropriate to enable us to render
the opinions expressed below.

Based upon the foregoing, it is our opinion that, subject to
effectiveness of the Registration Statement with the Securities and Exchange
Commission and to registration or qualification under the securities laws of
the states in which the Shares may be sold, the Shares are duly and validly
authorized and, when sold by the Selling Securityholders in the manner
contemplated in the Prospectus made part of the

2
November 1, 1995
Page 2

Registration Statement, will be legally issued, fully paid and nonassessable.

We consent to the use of our name under the caption "Legal Matters" in
the Prospectus and the Registration Statement, and to the filing of this
opinion as an exhibit to the Registration Statement.  By giving you this
opinion and consent, we do not admit that we are experts with respect to any
part of the Registration Statement or Prospectus within the meaning of the term
"expert" as used in Section 11 of the Securities Act of 1933 or the rules and
regulations promulgated thereunder, nor do we admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.

Very truly yours,

/s/ TROY & GOULD

TROY & GOULD
Professional Corporation