PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240 14a-14

SYMBOL TECHNOLOGIES, INC.

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(1)(4) and 0-11.

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

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

2) Aggregate number of securities to which transaction applies:

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

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):

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] 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 date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

SYMBOL TECHNOLOGIES, INC.

ONE SYMBOL PLAZA
HOLTSVILLE, NEW YORK 11742-1300

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 21, 2001

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

To our shareholders:

The Annual Meeting of Shareholders of Symbol Technologies, Inc. will be
held at 10:00 A.M., local time, on May 21, 2001 at Symbol Technologies, Inc.,
World Headquarters, One Symbol Plaza, Holtsville, NY. At the meeting,
shareholders will be asked to vote on the following proposals:

Proposal 1. To elect eight directors of Symbol. Each director will serve
until their successors are elected at the next Annual Meeting
of Shareholders;

Proposal 2. To amend Symbol's Certificate of Incorporation to increase the
authorized number of shares of common stock to 600,000,000;

Proposal 3. To amend the 1997 Employee Stock Option Plan; and

Proposal 4. To ratify the appointment of independent auditors for 2001; and

Proposal 5. To transact any other business that is properly brought before
the meeting.

Shareholders of record at the close of business on March 26, 2001 are
entitled to receive this notice and to vote at the meeting.

You may vote your shares by completing and returning the enclosed proxy
card or by telephone or via the Internet. Submitting your instructions by any of
these methods will not affect your right to attend the meeting and vote.

By Order of the Board of Directors,
Leonard H. Goldner
Secretary

Dated: April 2, 2001

SYMBOL TECHNOLOGIES, INC.

ONE SYMBOL PLAZA
HOLTSVILLE, NEW YORK 11742-1300

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

PROXY STATEMENT

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

We are providing these proxy materials because the Board of Directors of
Symbol Technologies, Inc. ("Symbol" or the "Company") is soliciting your proxy
to vote at Symbol's Annual Meeting of Shareholders at 10:00 A.M., local time on
May 21, 2001, at Symbol Technologies, Inc., World Headquarters, One Symbol
Plaza, Holtsville, New York, and at any adjournment of this meeting. This Proxy
Statement contains information about the items being voted on at the Annual
Meeting and information about Symbol.

QUESTIONS AND ANSWERS

WHO IS ENTITLED TO VOTE?

Shareholders who own Symbol common stock on March 26, 2001 will be entitled
to vote at the Annual Meeting. On that date there were 150,979,649 shares of
common stock outstanding and entitled to vote. Each share is entitled to one
vote on each matter properly brought before the meeting. Any references to
shares of Symbol common stock included in this Proxy Statement have been
adjusted to reflect the two stock splits effective in 1999 and 2000 but not the
recently declared 3 for 2 stock split which will be effective on April 16, 2001.

HOW DO I VOTE?

Symbol is offering you three methods of voting:

- You may indicate your vote on the enclosed proxy card, sign and date
the card and return the card in the enclosed prepaid envelope.

- You may vote by telephone by calling the toll free number that
appears on the enclosed proxy card and following the instructions
given.

- You may vote via the Internet. Internet voting instructions are
provided on the enclosed proxy card.

All shares entitled to vote and represented by properly completed proxies
received before the meeting and not revoked will be voted at the meeting as you
instructed. If you do not indicate how your shares should be voted on a matter,
the shares represented by your properly completed proxy will be voted as the
Board of Directors recommends.

WHAT CAN I VOTE ON?

- The election of eight directors to serve for a term of one year;

- To amend Symbol's Certificate of Incorporation to increase the
authorized number of shares of common stock to 600,000,000;

- To amend the 1997 Employee Stock Option Plan;

- To ratify the appointment of independent accountants to audit the
financial statements of Symbol for 2001; and

- To transact any other business that is properly brought before the
meeting.

HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?

The Board recommends votes:

- FOR each of the nominees for the Board of Directors.

- FOR the amendment of Symbol's Certificate of Incorporation to
increase the authorized number of shares of Common stock to
600,000,000.

- FOR the amendment of the 1997 Employee Stock Option Plan.

- FOR the appointment of Deloitte & Touche LLP, independent accountants
to audit the financial statements of Symbol for 2001.

MAY I CHANGE MY VOTE?

You can revoke your proxy at any time before it is exercised by timely
delivery of a properly executed, later-dated proxy card or telephone or Internet
vote or by voting by ballot at the meeting.

HOW MANY VOTES ARE REQUIRED TO HOLD A MEETING?

A quorum is necessary to hold a valid meeting of shareholders. The
presence, in person or by proxy, of shareholders representing of a majority of
the shares of Symbol's common stock outstanding and entitled to vote constitutes
a quorum. Abstentions and broker "non-votes" are counted as present and entitled
to vote for determination of a quorum.

An abstention is a properly executed proxy marked ABSTAIN for any matter. A
broker "non-vote" occurs when you hold your shares in "street name" through a
broker or other nominee and you do not give your broker or nominee instructions
on how to vote on matters over which your broker or nominee does not have voting
discretion. If you do not provide voting instructions, your shares may not be
voted on these matters.

HOW MANY VOTES ARE REQUIRED TO PASS A PROPOSAL?

A plurality of the votes cast is required to elect directors. This means
that the nominees who receive the greatest number of votes for each open seat
will be elected. Votes withheld and broker "non-votes" are not counted for
purposes of electing directors.

A vote is withheld when a properly executed proxy is marked VOTE WITHHOLD
for the election of one or more directors.

The affirmative vote of a majority of the votes present or represented and
entitled to vote is required for all other matters.

HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?

We do not know of any business or proposals to be considered at the 2001
Annual Meeting other than the items described in this Proxy Statement. If any
other business is proposed and we permit it to be presented at the meeting, the
signed proxies received from you and other shareholders give the persons named
the authority to vote on the matter according to their judgment.

WHEN ARE SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING DUE?

To be included in the Proxy Statement for the 2002 Annual Meeting,
proposals must be received in writing by December 18, 2001.

Under the By-Laws of Symbol, notice of proposals to be presented in person
at the next Annual Meeting of Shareholders must be received in writing by
December 18, 2001.

WHO RECEIVES PROXY MATERIALS?

This Proxy Statement and enclosed proxy card are being mailed to
shareholders on or about April 17, 2001. Each registered owner of Symbol common
stock on March 26, 2001 should also receive a copy of Symbol's 2000 Annual
Report to Shareholders. If you have not received the Annual Report, please
contact us and we will send a copy at no expense to you.

MAY I INSPECT THE SHAREHOLDER LIST?

In accordance with Delaware law, a list of shareholders entitled to vote at
the meeting will be available at the location of the Annual Meeting on May 21,
2001 and for 10 days prior to the meeting at Symbol's World Headquarters between
the hours of 9:00 a.m. and 4:00 p.m. Eastern Standard Time.

WHO BEARS THE COSTS OF THIS PROXY SOLICITATION?

Symbol pays the costs of this proxy solicitation. We have also made
arrangements with brokerage houses and other custodians, nominees and
fiduciaries of shares to send proxy materials to shareholders. We may reimburse
them for any expenses they incur.

HOW CAN I CONTACT SYMBOL TO REQUEST MATERIALS OR INFORMATION REFERRED TO IN THIS
QUESTIONS AND ANSWERS?

You may contact us:

- By mail addressed to:
Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, NY 11742
Attention: Treasurer

- By calling 631-738-4104

- By leaving a message on our website at www.symbol.com

The closing price of Symbol's common stock on the New York Stock Exchange
on March 30, 2001 was $34.90 per share.

NOMINEES FOR ELECTION

The following information is supplied about the nominees for election as
directors of Symbol:

POSITIONS AND OFFICES HAS BEEN A
NAME AGE PRESENTLY HELD WITH SYMBOL DIRECTOR SINCE
- --------------------------------------------------------------------------------

Jerome Swartz 60 Chairman of the Board of Directors, 1975
Chief Scientist and Director

Harvey P. Mallement 60 Director 1977

Raymond R. Martino 62 Vice Chairman of the Board of Directors 1983

George Bugliarello 73 Director 1992

Charles B. Wang 56 Director 1994

Tomo Razmilovic 58 President, Chief Executive Officer 1995
and Director

Leo A. Guthart 63 Director 1999

James Simons 62 Director 2000

Dr. Swartz co-founded and has been employed by Symbol since it commenced
operations in 1975. He is executive Chairman of the Board of Directors and Chief
Scientist and until July 1, 2000 was Chief Executive Officer for more than
fifteen years. Dr. Swartz was an industry consultant for the prior 12 years in
the areas of optical and electronic systems and instrumentation and has a total
of some 160 issued and allowed U.S. patents and technical papers to his credit.
He is a member of the Board of Trustees of Polytechnic University and a member
of the Board of Directors of the Stony Brook Foundation. Dr. Swartz is also a
fellow of the Institute of Electrical and Electronic Engineers and a member
elect to the National Academy of Engineering. He has been the recipient of the
Institute of Electrical and Electronic Engineers' Ernst Weber Leadership Award
for career achievement.

Mr. Mallement has been one of the Managing General Partners of Harvest
Partners, Inc., a private equity and leveraged buyout investment management
company since it began in April 1981. He is an officer and director of seven
privately held companies.

Mr. Martino was Symbol's President and Chief Operating Officer from
December 1983 until June 1994. He is currently the Vice Chairman of the Board of
Directors of Symbol and is employed by Symbol on a part-time and consulting
basis.

Dr. Bugliarello has been Chancellor of Polytechnic University since July
1994. For the prior 21 years, he was President of Polytechnic University. He has
been a member of several scientific organizations including past Chairman of the
Board of Science and Technologies for International Development of the National
Academy of Sciences. He is a member of the National Academy of Engineering and
is also the U.S. Member of the Science for Stability Steering Group of the
Scientific Affairs Division of NATO. He is a member of the Board of Directors of
several organizations including Comtech Laboratories and Spectrum Information
Technologies, Inc.

Mr. Wang has been the Chairman of the Board of Computer Associates
International, Inc. since 1980. He was Chief Executive Officer from 1976 until
August 2000. Computer Associates is one of the world's leading business software
companies with fiscal 2000 revenues exceeding $6 billion.

Since July 1, 2000, Mr. Razmilovic has been President and Chief Executive
Officer of Symbol. For the five (5) prior years, he was President and Chief
Operating Officer of Symbol. He was previously Senior Vice President, Worldwide
Sales and Services. He joined Symbol in 1989. Prior to joining Symbol, he was
President of ICL International, a major European computer

manufacturer and he also led its industry marketing and software development
divisions.

Dr. Guthart is currently employed as Executive Vice President of the
Honeywell Corporation. He has been Vice Chairman of the Board of Pittway
Corporation since 1987 and Chief Executive Officer of its Security Group since
1981. This group includes ADEMCO, a manufacturer of alarm equipment; ADI, the
largest U.S. distributor of security equipment; First Alert Professional
Security Systems, a brand name marketing program for alarm dealers; and
AlarmNet, a cellular radio service that transmits alarm and security signals in
major U.S. cities. Dr. Guthart has served as a director of the Acorn Fund, a
growth-oriented mutual fund, since 1997. Since 1996, he has also served as
non-executive Chairman of Cylink Corporation, a supplier of information security
encryption equipment, and since 1993 as a director of AptarGroup, Inc., a
producer of dispensing

valves, pumps and closures for the pharmaceutical and fragrance industries. From
1960 to 1963 Dr. Guthart served on the faculty of Harvard Business School and
from 1993 to 1996 he was Chairman of the Board of Trustees of Hofstra
University.

Dr. Simons has been the President of Renaissance Technologies Corporation
since 1982. Renaissance Technologies Corporation is an investment firm dedicated
to the use of mathematical methods. From 1968 to 1975, Dr. Simons served as
Chairman of the Mathematics Department of S.U.N.Y. Stony Brook. Dr. Simons has
been a founder and director of Franklin Electronic Publishers since 1981 and
Cylink Corporation since 1983. Dr. Simons has been Chairman of the Board and a
Director of Segue Software since 1988. Dr. Simons serves as Chair Emeritus of
the Stony Brook Foundation Board at S.U.N.Y. Stony Brook, is a member of the
Board of Governors of the New York Academy of Science and is a director of
B.S.A., the management

organization of Brookhaven National Laboratories. Dr. Simons has taught
mathematics at M.I.T. and Harvard University and served as a cryptanalyst at the
Institute of Defense Analysis in Princeton.

MEETINGS OF THE BOARD

During the fiscal year ended December 31, 2000 the Board of Directors held
six meetings. Other than Mr. Wang, each director attended 75% or more of the
aggregate of (1) the total number of meetings of the Board of Directors and (2)
the total number of meetings held by all the committees of the Board on which
that director served.

The Board of Directors has an Audit Committee. Messrs. Mallement, Mr.
Bugliarello and Guthart are the members. The primary functions of the Audit
Committee are to review Symbol's

financial statements, to recommend the appointment of Symbol's independent
auditors and to review the overall scope of the audit. The Audit Committee held
six (6) meetings in 2000.

The Board of Directors has a Compensation/Stock Option Committee consisting
of Messrs. Guthart and Mallement. The primary functions of this Committee are to
review the salaries, benefits and any other compensation of Symbol's senior
executive officers, to make recommendations to the Board of Directors about
these matters and to administer Symbol's stock option plans. During 2000, the
Committee held five (5) meetings.

The Board of Directors has a Nominating Committee. Drs. Swartz and Simons
are the members. The primary function of this committee is to review and
recommend to the Board potential candidates for election to the Board of
Directors. The committee held one (1) meeting in 2000. Shareholders may

recommend candidates for consideration by the committee by providing written
notice to the Secretary of Symbol by December 31 of the year before the date of
the meeting. You should send this notice to Symbol's offices in Holtsville, New
York. Please provide the candidate's name, biographical data and qualifications.
Recommendations should include a written statement from the individual of his or
her consent to be nominated as a candidate and, if nominated and elected, to
serve as a director.

PRINCIPAL SHAREHOLDERS [SUBJECT TO ADJUSTMENT IN THE DEFINITIVE
PROXY STATEMENT]

In the following table, you can find information about Symbol common stock
owned by any person that Symbol knows owns more than 5% of Symbol's common
stock:

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) COMMON STOCK
- ------------------- ----------------------- ------------

JANUS CAPITAL CORPORATION,
THOMAS H. BAILEY AND JANUS FUND 17,810,019 (2) 12.9%

Forstmann-Leff Associates,LLC 12,959,802(3) 9.4%
55 East 52nd Street
New York, New York 10055

Edward C. Johnson III, Abagail P.
Johnson and F.M.R. Corp. 11,946,036(4) 8.2%
82 Devonshire Street
Boston, Massachusetts 02109

Reliance Financial Services Corporation 8,173,930(5) 5.5%
Park Avenue Plaza
New York, New York 10055

Putnam Investments, LLC 7,621,396 (6) 5.2%
Marsh & McLennan Companies, Inc.

Putnam Investment Management, LLC, and
The Putnam Advisary Company, LLC

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

(1) The table identifies any persons having sole voting and investment power
over shares shown opposite their names as of December 31, 2000 except as
otherwise stated in the footnotes to the table. Symbol obtained this
information from publicly filed documents or it was furnished to Symbol.

(2) The number of shares owned as of December 31, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 15, 2001.

Janus Capital Corporation is a registered investment adviser which
furnishes investment advice to several

investment companies registered under Section 8 of the Investment Company
Act of 1940 and individual and institutional clients (collectively referred
to herein as "Managed Portfolios"). As a result of its role as investment
adviser or sub-adviser to the Managed Portfolios, Janus Capital may be
deemed to be the beneficial owner of the shares of the Company's Common
Stock held by such Managed Portfolios. Mr. Bailey owns approximately 12.2%
of Janus Capital. In addition to being a stockholder of Janus Capital, Mr.
Bailey serves as President and Chairman of the Board of Janus Capital. As a
result of his position, Mr. Bailey may be deemed to have the power to
exercise or to direct the exercise of such voting and/or dispositive power
that Janus Capital may have with respect to Symbol common stock held by the
Managed Portfolios. The interest of one person, Janus Fund, an investment
company registered under the

Investment Company Act of 1940, amounted to 9,298,607 shares or 6.7% of the
total outstanding common stock of Symbol at December 31, 2000.

(3) The number of shares owned as of December 31, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 12, 2001. These shares include the following shares owned by FLA
Asset Management, LLC, Forstmann-Leff Associates LP, FLA Advisers LLC, and
Forstmann-Leff International, LLC. Forstmann-Leff Associates, LLC, an
investment advisor, has sole power to vote or direct the vote of 3,011,427
of these shares and sole power to dispose of or to direct the disposition
of 3,975,954 of these shares, shared power to vote or direct the vote of
7,158,413 of these shares and shared power to dispose of or direct the
disposition of 8,983,848 of these shares. FLA Asset Management, LLC, an
investment advisor and subsidiary of

Forstmann-Leff Associates, LLC owns 3,227,849 of these shares and has
shared power to vote or direct the vote of 1,386,339 of these shares and
shared power to dispose of or direct the disposition of 3,227,849 of these
shares. Forstmann-Leff Associates, L.P., an investment advisor whose
general partner is FLA Asset Management, LLC, owns 47,124 shares and has
shared power to vote or direct the vote of 42,399 shares and shared power
to dispose of or direct the disposition of 47,124 shares. These shares are
included in the shares owned by FLA Asset Management LLC. FLA Advisors LLC,
an investment advisor owns 5,704,024 shares and has shared power to vote or
direct the vote of and shared power to dispose of or direct the disposition
of all of these shares. Forstman-Leff International, LLC, an investment
advisor owns 51,975 shares and has shared power to vote or direct the vote
of and shared power to dispose of or direct the disposition

of all of these shares. No one client owns more than 5% of such shares.

(4) The number of shares owned as of December 31, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 14, 2001. Mr. Johnson serves as Chairman and Abigail P. Johnson is
a Director of FMR Corp. Mr. Johnson owns 12.0% and Abigail P. Johnson owns
24.5% of the outstanding voting stock of FMR Corp. Members of the Edward C.
Johnson III family own shares of common stock representing approximately
49% of the voting power of FMR Corp. Mr. Johnson and members of his family
may be deemed to form a controlling group with respect to the common voting
stock of FMR Corp. Of these shares: 10,151,187 are owned by Fidelity
Management & Research Company, an investment advisor and a wholly owned
subsidiary of FMR Corp. Edward

J. Johnson, III, and FMR Corp. through its control of Fidelity Management &
Research Company each has sole power to dispose of these shares. 1,525,799
are owned by Fidelity Management Trust Company, a bank and a wholly owned
subsidiary of FMR Corp. Mr.Johnson and FMR Corp. through its control of
Fidelity Management Trust Company each has sole power to dispose of these
shares and sole power to vote or direct the vote of 280,225 of these
shares. 269,050 are owned by Fidelity International Limited, an investment
advisor, which has the sole power to vote and dispose of these shares. A
partnership controlled by Mr. Johnson and Members of his family owns shares
of Fidelity International Limited voting stock with the right to cast 39.8%
of the total votes which may be cast by all holders of Fidelity
International Limited voting stock. No one client owns more than 5% of such
shares.

(5) The number of shares owned as of July 12, 2000 according to a statement on
Schedule 13D filed with the Securities and Exchange Commission. Reliance
Financial Services Corporation is a wholly owned subsidiary of Reliance
Group Holdings, Inc.

(6) The number of shares owned as of December 21, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 13, 2001. Putnam Investments, LLC ("PI") is a wholly owned
subsidiary of Marsh & McLennan Companies, Inc. ("MMC"). MMC wholly owns two
registered investment advisers: Putnam Investment Management, LLC ("PIM")
and the Putnam Advisory Company, LLC ("PAC"). PI owns 7,621,396 of these
shares and has shared power to vote or direct the vote of 348,112 of these
shares and shared power to dispose of or direct the disposition of
7,621,396 of

these shares. PIM owns 5,633,780 of these shares and has shared power to
dispose of or direct the disposition of these shares. PAC owns 1,987,616 of
these shares and has shared power to vote or direct the vote of 348,112 of
these shares and shared power to dispose or direct the disposition of
1,987,616 of these shares.

SECURITY OWNERSHIP OF MANAGEMENT [SUBJECT TO ADJUSTMENT IN THE
DEFINITIVE PROXY STATEMENT]

In the following table you can find information about the common stock of
Symbol owned as of March 1, 2001, except as otherwise stated in the footnotes to
the table, by:

- all directors and nominees

- executive officers listed in the following Summary Compensation Table

- all executive officers and directors as a group

NAME OF INDIVIDUAL OR AMOUNT AND NATURE OF PERCENT OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP(1) COMMON STOCK
- --------------------- ----------------------- ------------

Jerome Swartz 6,520,721 (2) 4.2%
Harvey P. Mallement 208,814 (3) *
Raymond R. Martino 382,593 (4) *
George Bugliarello 112,119 (5) *
Charles B. Wang 180,466 (6) *
Tomo Razmilovic 2,033,606 (7) 1.3%
Leo A. Guthart 31,250 (8) *
James Simons 5,000 *
Leonard H. Goldner 854,086 (9) *
Kenneth V. Jaeggi 260,131 (10) *
Brian T. Burke 387,612 (11) *

NAME OF INDIVIDUAL OR AMOUNT AND NATURE OF PERCENT OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP(1) COMMON STOCK
- --------------------- ----------------------- ------------

All executive officers and directors 12,463,258 (12) 7.8%
as a group (consisting of 18 individuals)

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

* Less than 1%

(1) The persons identified in this table have sole voting and investment power
over the shares of Symbol common stock stated above, except as stated
otherwise in these footnotes. This information was obtained from publicly
filed documents and from information the directors, nominees and executive
officers have given to us.

(2) This number includes:

- 4,908,529 shares which may be acquired upon the exercise of options
within 60 days of March 1, 2001.

- 22,824 shares owned by his wife.

- 115,436 shares held in trust of which Dr. Swartz is the income
beneficiary and his children are the residual beneficiaries. 115,436
of these shares are subject to "European Collar" arrangements.

- 1,422,845 shares owned by Dr. Swartz. 946,500 of these shares are
subject to "European Collar" arrangements. Dr. Swartz has shared
investment power over the shares covered by these arrangements.

- 73,912 shares held by charitable trusts.

Dr. Swartz disclaims beneficial ownership of shares owned by or for the benefit
of members of his family, and held by charitable trusts.

(3) This number includes 104,526 shares that may be acquired upon the exercise
of options and a warrant within 60 days of March 1, 2001 and 104,288 shares
owned by Mr. Mallement. 60,750 of these shares are subject to "European
Collar"

arrangements. Mr. Mallement has shared investment power over the shares
covered by these arrangements.

(4) This number includes 23,625 shares that may be acquired by Mr. Martino upon
the exercise of options within 60 days of March 1, 2001 and 358,968 owned
by Mr. Martino.

(5) This number includes 104,526 shares that may be acquired upon the exercise
of options and a warrant within 60 days of March 1, 2001 and 7593 shares
owned jointly by Dr. Bugliarello and his wife.

(6) This number includes 129,841 shares that may be acquired upon the exercise
of options and a warrant within 60 days of March 1, 2001 and 50,625 shares
owned by Mr. Wang.

(7) This number includes 1,670,697 shares that may be acquired upon the
exercise of options within 60 days of March 1, 2001 and 362,909 shares
owned by Mr. Razmilovic. 248,963 of these shares are subject to a "European
Collar" arrangement. Mr. Razmilovic has shared investment power over the
shares covered by this arrangement.

(8) This number includes 26,250 shares that may be acquired upon the exercise
of options within 60 days of March 1, 2001 and 5000 shares owned by Mr.
Guthart.

(9) This number includes:

- 479,873 shares that may be acquired upon the exercise of options
within 60 days of March 1, 2001. 168,749 of these options are held by
a trust for the benefit of his wife and children. Mr. Goldner's wife
is a co-trustee of this trust. 22,500 of these options are held by a
trust for the benefit of him and his children. Mr. Goldner is a
co-trustee of this trust.

- Mr. Goldner owns 374,213 shares. 250,500 of these shares are subject
to "European Collar" arrangements. Mr. Goldner has shared investment
power over the shares covered by these arrangements.

Mr. Goldner disclaims beneficial ownership of the options held in trust for the
benefit of his wife and children and any shares owned by his wife.

(10) This number includes 29,700 shares that may be acquired upon the exercise
of options within 60 days of March 1, 2001, and 230,431 shares owned by Mr.
Jaeggi. 203,482 of these shares are subject to "European Collar"
arrangements. Mr. Jaeggi has shared investment power over the shares
covered by these arrangements.

(11) This number includes 240,749 shares that may be acquired upon the exercise
of options within 60 days of March 1,

2001 and 146,863 shares owned by Mr. Burke. 108,839 of these shares are
subject to "European Collar" arrangements. Mr. Burke has shared investment
power over the shares covered by these arrangements.

(12) This number includes 8,721,221 shares that may be acquired upon the
exercise of options and warrants within 60 days of March 1, 2001.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than 10% of a registered class
of Symbol's common stock, to file a report of holdings and transactions in
Symbol common stock with the Securities and Exchange Commission and the New York
Stock Exchange and to furnish Symbol with copies of all Section 16(a) forms they
file.

Based on our records and other information furnished to us, we believe
that, during 2000 executive officers, directors and greater than 10%
shareholders complied with all filing requirements applicable to them.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation/Stock Option Committee is composed entirely of outside
directors. Messrs. Guthart and Mallement are the current members of the
Committee. During the last ten years, they have never been officers or employees
of Symbol.

COMPENSATION/STOCK OPTION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

ROLE OF THE COMPENSATION COMMITTEE

A primary role of the Committee is to oversee compensation practices
for the Corporation's senior executive officers. Our responsibilities include:

- reviewing the salaries, benefits and other compensation of the
Corporation's senior executive officers

- making recommendations to the full Board of Directors with respect to
executive compensation; and

- administering the Corporation's stock option plans.

Our goal is to ensure that the Corporation's financial resources are used
effectively to support its short-and long-term business objectives. We have
available to us an outside compensation consultant and access to independent
compensation data.

EXECUTIVE COMPENSATION GUIDING PRINCIPALS

In our oversight capacity, we adhere to several guiding principles. We take
the position that the executive compensation program should:

- Target pay levels at rates that are competitive. Our goal is to
ensure that the Corporation can attract and retain high performing
management talent, particularly in the areas of technology in which
it competes.

- Relate compensation to performance. Overall compensation paid to
senior executives should be tied to how well the Corporation performs
financially. We also believe that the better an individual performs,
the higher the individual's compensation should be.

- Encourage share ownership on the part of key employees. Our goal is
to align the interests of management and investors to build
shareholder value.

As described below, our executive compensation program is designed to
balance short- and long-term financial objectives, reward the performance and
contribution of individual officers

and to attract and retain top quality management talent. We believe that the
executive compensation program supports the Corporation's business goals and
human resource strategies.

DESCRIPTION OF COMPENSATION POLICIES

It is the Corporation's policy to pay its senior executives at levels that
reflect the Corporation's financial performance relative to comparable
organizations. This policy is implemented by a program comprised of elements
that:

- reward individual performance

- provide motivation to achieve corporate financial targets that are
consistent with shareholder expectations; and

- encourage long-term share ownership.

The three elements of the Corporation's compensation program are:

- Base salary

- Executive Bonus Plan

- Stock option awards

The Corporation, with the assistance of outside consulting firms,
periodically compares its compensation program with the compensation practices
of approximately 30 selected companies. This panel consists of "high tech"
companies with which the Corporation competes in attracting and retaining
employees. Nineteen of the panel companies are included in the S&P Technology
Sector Index. The Corporation targets the total compensation paid to its senior
executives at approximately the 75th percentile of the panel companies (after
adjusting for the different magnitude of revenues).

Based on a review of Internal Revenue Service regulations, we believe
that all compensation paid in 2000 and payable in 2001 to Mr. Razmilovic (except
for $92,750 of the special bonus paid to Mr. Razmilovic in recognition of the
additional responsibilities and efforts associated with the Corporation's
acquisition of Telxon Corporation) and to the other senior executive officers
will be fully deductible by the Corporation. We will continue to review the
Corporation's compensation programs and may revise these programs as we deem
necessary.

RELATIONSHIP OF EXECUTIVE COMPENSATION TO PERFORMANCE

BASE SALARY

We generally review executive officers' base salaries each year except that
Messrs. Razmilovic and Swartz are reviewed on a

biennial basis. Their annual base salaries were reviewed in July 2000 and at
that time were increased to $1,000,000 each, effective July 1, 2000. We will
review Messrs. Razmilovic and Swartz' base salaries again in July 2002.
Adjustments in base salary are generally not based upon the financial
performance of the Corporation. In determining executive salary increases, we
consider a number of factors, including:

- individual performance on the job

- external market pay practices

- the value the executive adds to the Corporation; and

- the executive's level of experience and expertise.

EXECUTIVE BONUS PLAN

The Corporation promotes a pay-for-performance philosophy. A significant
element of annual compensation is linked to the

financial performance of the Corporation. In 1999, we adopted and the Board of
Directors and shareholders ratified a new Executive Bonus Plan which was
substantially similar to our previous executive bonus plan. The purpose of the
plan is to tie the level of annual executive incentive compensation to the
financial performance of the Corporation. All executive officers of the
Corporation participate in the Executive Bonus Plan, except for Frank Borghese,
who participates in a sales incentive compensation plan. We have full authority
to construe, interpret and administer the Executive Bonus Plan, as well as to
determine the extent to which operating performance standards have been met. We
also have authority to modify (prior to the beginning of the calendar year for
which the targets will be applicable) the targets for the performance goals
under the Executive Bonus Plan.

Under the Executive Bonus Plan, each year we establish corporate financial
performance objectives (exclusive of extraordinary revenues and charges), based
on earnings per share. We have identified three levels of performance:

- threshold performance, at which the minimum award (one-half a
participant's target bonus) will be earned and below which no award
will be earned

- target performance, at which the target award will be earned; and

- maximum performance, at which the maximum award (twice a
participant's target bonus) will be earned and above which no
additional award will be earned.

For 2001, threshold performance has been established at results equal to 85% of
the Corporation's 2001 Business Plan; target performance has been established at
results equal to 100% of the

2001 Business Plan; and maximum performance has been established at results
equal to or greater than 115% of the 2001 Business Plan.

Each participant in the Executive Bonus Plan has been assigned a target
bonus representing a percentage of the participant's base salary. The target
bonus for 2001 is 100% for Messrs. Razmilovic and Swartz, 75% for Mr. Goldner,
and 50% for Messrs. Jaeggi and Burke. These target bonuses conform to their
individual employment agreements and their levels of responsibility. The target
bonuses for other participants in the Executive Bonus Plan are established by
Mr. Razmilovic based on the individual's performance and relative level of
responsibility. They range from 25% to 50% of base salary.

Messrs. Swartz and Razmilovic's bonuses will be determined solely on the
basis of corporate financial performance. 25% of

all other participants' bonuses will be based on individual performance during
the year. 75% will be based on corporate financial performance. In 2000, all
participants in the Executive Bonus Plan received bonuses equal to 114.3%, of
their target bonus, in 1999 they received bonuses equal to 116.7% of their
target bonus and in 1998 they received bonuses equal to 161.9% of their target
bonus (less adjustments in certain instances for individual performance). In
addition, special bonuses were paid to certain participants in the Executive
Bonus Plan in recognition of the additional duties and responsibilities relating
to the acquisition of Telxon Corporation. These special bonuses were $260,000
for Mr. Razmilovic, $75,000 for Mr. Goldner, $72,000 for Mr. Jaeggi and $80,000
for Mr. Burke.

STOCK OPTIONS

The Corporation reinforces the importance of producing satisfactory returns
to shareholders over the long term through the operation of its stock option
plans. Stock options provide employees with the opportunity to become
shareholders of the Corporation, and to participate in the creation of
shareholder value as reflected in growth in the price of the Corporation's
Common Stock.

Option exercise prices are equal to 100% of the fair market value of the
Corporation's Common Stock on the date of option grant. This ensures that
participants will derive benefit only as shareholders realize corresponding
gains. To encourage a long-term decision making perspective, options are
assigned a 10 year term and generally become exercisable over four to five years
following a one-year waiting period.

We grant additional options to selected employees based on an assessment of
competitive compensation practices, particularly in high technology industries,
individual contribution and performance. We believe that granting stock options
reinforces the Corporation's objective of insuring a strong link between
employee rewards and shareholder interests. In February 2000, we granted Mr.
Razmilovic options to purchase 375,000 shares of the Corporation's common stock
at an exercise price of $53.75. The exercise price was equal to the closing
price of the Corporation's common stock on the date the option was granted.
150,000 of these options will vest on February 14, 2002, 112,500 will vest on
February 14, 2003 and 112,500 will vest on February 14, 2004. These options were
awarded in connection with Mr. Razmilovic being promoted to Chief Executive
Officer. In July 2000, we granted Mr. Razmilovic an option to purchase 250,000
shares of the Corporation's common stock at an exercise price of $39.875 per
share. This exercise price was equal to the closing

price of the Corporation's common stock on the date this option was granted. The
right to purchase 25,000 shares under this option will vest on July 31, 2001;
37,500 will vest on each of the six next consecutive six-month anniversary dates
of that date. We granted these options in connection with Mr. Razmilovic
entering into a new five-year employment agreement with the Corporation.

Effective January 1, 1995, we established for executive officers a stock
ownership and option retention program that we administer. We firmly believe
that the long term interests of the Corporation's shareholders are best served
when management maintains a significant, equity-based interest in the
Corporation. We consider both vested, unexercised options and shares owned as
meaningful expressions of such interest. We developed a program with target
levels of equity interest for each executive officer. Under the program, without
the

Committee's prior permission, if an executive has not attained the minimum
requirements described below, his ability to exercise options or sell shares is
limited. Executive officers must agree to participate in the program to be
eligible to receive option awards after January 1, 1995. All current executive
officers have agreed to participate in the program.

The program limits the exercise of vested options (other than in the last
year of the term of an option) unless the executive meets and will continue to
meet the equity interest requirement described below after the exercise and sale
of shares acquired upon exercise. The equity interest requirement provides that
the combined value of the Corporation's Common Stock and vested options held by
the executive, each valued at the then market price of the Corporation's Common
Stock, must be equal to or greater than a designated multiple of the executive's
annual base salary plus target bonus.

If the equity interest requirement is satisfied, the program allows for the
exercise of vested options within strict limits. At least 50% of the net after
tax proceeds obtainable upon the exercise of any option (other than options
awarded after January 1, 1994 in connection with an executive's initial hire or
initial promotion to an executive officer position, or options already held by
persons who were promoted to an executive officer position after January 1,
1994) must be retained in the form of shares of the Corporation's Common Stock
unless and until the executive owns shares of Common Stock having a market value
equal to a specified multiple of his base salary.

- -------------------------------------------------------------------------------------------------------------------
EQUITY INTEREST SHARE OWNERSHIP
POSITION REQUIREMENT REQUIREMENT
- -------------------------------------------------------------------------------------------------------------------

Chairman of the Board 7 times base salary plus target bonus 5 times base salary
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
President 5 times base salary plus target bonus 3 times base salary
- -------------------------------------------------------------------------------------------------------------------
Executive/Senior
Vice President 3 times base salary plus target bonus 2 times base salary
- -------------------------------------------------------------------------------------------------------------------

Vice President 2 times base salary plus target bonus 1 times base salary
- -------------------------------------------------------------------------------------------------------------------

SUMMARY

We are responsible for recommending to the Board, for its approval,
compensation decisions affecting the Corporation's

senior executive officers. Our goal is to ensure that the overall compensation
offered to senior executive officers is:

- consistent with the Corporation's interest in providing competitive
pay opportunities,

- reflective of its pay-for-performance orientation,

- encourages share ownership on the part of executives; and

- is supportive of the Corporation's short-and long-term business
goals.

We will continue to actively monitor the effectiveness of the Corporation's
senior executive compensation plans and assess the appropriateness of senior
executive pay levels to assure prudent application of the Corporation's
resources.

Compensation /Stock Option Committee

Dr. Leo Guthart, Chairman

Harvey Mallement

EXECUTIVE BONUS PLAN

MANAGEMENT REMUNERATION AND TRANSACTIONS

In the following Summary Compensation Table you can find compensation
information about Symbol's Chief Executive Officer and the four other executive
officers who were the most highly paid in 2000.

SUMMARY COMPENSATION TABLE [SUBJECT TO ADJUSTMENT IN THE DEFINITIVE PROXY STATEMENT]

ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------------------------------
NAME AND
PRINCIPAL OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS(E) COMPENSATION(F) OPTIONS (NO.) COMPENSATION
- -------- ---- ------ -------- --------------- --------------------- ------------

Tomo Razmilovic 2000 $832,770(A) $ 949,400 $260,000 625,000 $12,955(G)
President and 1999 $635,749(B) $ 742,000 $0 270,000 $12,373(G)
Chief Executive 1998 $589,667(C) $ 954,671 $0 731,250 $5,000(H)
Officer and
Director

Jerome Swartz 2000 958,578(A) $1,092,800 $0 250,000 $92,403(I)

SUMMARY COMPENSATION TABLE [SUBJECT TO ADJUSTMENT IN THE DEFINITIVE PROXY STATEMENT]

Chairman of the 1999 $895,651(B) $1,045,300 $0 472,500 $67,656(I)
the Board and 1998 $849,185(C) $1,374,831 $0 1,305,000 $66,002(I)
Chief Scientist
and Director

Leonard H. Goldner 2000 $415,854(A) $237,000 $75,000 35,000 $5,100(H)
Executive Vice 1999 $378,040(B) $220,600 $0 101,250 $4,800(H)
President, 1998 $356,754(C) $288,792 $0 84,375 $5,000(H)
General Counsel
and Secretary

Kenneth V. Jaeggi 2000 $400,442(A) $228,300 $72,000 20,000 $42,651(J)
Senior Vice 1999 $364,020(B) $212,500 $0 74,250 $61,108(K)

SUMMARY COMPENSATION TABLE [SUBJECT TO ADJUSTMENT IN THE DEFINITIVE PROXY STATEMENT]

President, and 1998 $348,619(C) $282,207 $0 50,625 $5,000(H)
Chief Financial
Officer(C)

Brian Burke 2000 $325,000(D) $185,300 $80,000 70,000 $5,100(H)
Senior Vice 1999 $193,710(B) $79,200 $0 61,875 $4,800(H)

President, 1998 $189,734(B) $105,522 $0 33,750 $4,800(H)
Worldwide Operations

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

(A) Includes $10,200 in contributions to Symbol's 401(k) deferred compensation
plan.

(B) Includes $9,600 in contributions to Symbol's 401(k) deferred compensation
plan.

(D) Includes $10,500 in contributions to Symbol's 401(k) deferred compensation
plan.

(E) Represents amounts earned and accrued pursuant to Symbol's Executive Bonus
Plan. Amounts indicated are earned and

accrued in the fiscal year indicated but are generally paid in the first
quarter of the next succeeding year.

(F) Includes special one-time bonus awards. Not included are the amounts of
certain perquisites and other personal benefits provided by Symbol since
such amounts do not exceed the lesser of (i) $50,000 or (ii) 10% of the
total annual salary and bonus reported in the table for any named
executive officer.

(G) Represents:

- $4,800 and $5,100 for contributions to Symbol's 401(k) deferred
compensation plan in 1999 and 2000 respectively; and

- $7,573 and $7,855 in 1999 and 2000 respectively for the estimated
economic benefit of insurance premium payments made by Symbol for a
split-dollar whole life

insurance arrangement as projected on an actuarial basis. Mr.
Razmilovic's family members are beneficiaries of these policies but,
under the arrangement, Symbol will recover all its premiums paid.

(H) Represents contributions to Symbol's 401(k) deferred compensation plan.

(I) Represents:

- $5,000 in 1998, $4,800 in 1999 and $5,100 in 2000 for contributions
to Symbol's 401(k) deferred compensation plan

- $21,002 in 1998, $22,856 in 1999 and $47,303 in 2000 for:
premiums paid on his behalf on term life insurance policies.
Dr. Swartz' family members are the beneficiaries of these policies;

the estimated economic benefit of insurance premium payments made by
Symbol for a split-dollar whole life insurance arrangement as
projected on an actuarial basis. Dr. Swartz' family members are
beneficiaries of these policies but, under the arrangement, Symbol
will recover all its premiums paid; and

a non-reimbursable expense allowance of $40,000 in 1998, 1999 and
2000.

(J) Represents:

- $5,100 in 2000 in contributions to Symbol's 401 (k) deferred
compensation plan; and

- $37,551 in 2000 for retroactive reimbursement of relocation expenses
associated with Mr. Jaeggi's relocation to the Long Island area.

(K) Represents:

- $4,800 in 1999 in contributions to Symbol's 401 (k) deferred
compensation plan; and

- $56,308 in 1999 for retroactive reimbursement of relocation expenses
associated with Mr. Jaeggi's relocation to the Long Island area.

In 2000, we entered into an employment agreement with Mr. Razmilovic that
terminates on June 30, 2005. Mr. Razmilovic will receive an annual base salary
of $1,000,000 through June 30, 2002. Mr. Razmilovic's salary will be reviewed in
July 2002. Mr. Razmilovic also participates in Symbol's Executive Bonus Plan. In
2001, the target amount of his bonus is 100% of his base salary. If his
employment with Symbol is terminated for any reason (other than due to his death
or disability or for cause or his voluntary resignation), Mr. Razmilovic will
receive payments equal to one year's (if such termination occurs after

June 30, 2003) or two year's (if such termination occurs before such date)
annual base salary and bonus during the last completed fiscal year immediately
before any such termination.

In 2000, we entered into an employment agreement with Dr. Swartz that
terminates on June 30, 2005. Dr. Swartz will receive an annual base salary of
$1,000,000 through June 30, 2002. His base salary will be reviewed in July 2002.
Dr. Swartz also participates in Symbol's Executive Bonus Plan. The target amount
of his bonus is 100% of his base salary. If his employment is terminated for any
reason (other than due to his death or disability or for cause or his voluntary
resignation), Dr. Swartz will receive payments equal to one year's (if such
termination occurs after June 30, 2003) or two year's (if such termination
occurs before such date) annual base salary and bonus during the last completed
fiscal year immediately before any such termination.

In 2000, we entered into an employment agreement with Mr. Goldner that
terminates on December 31, 2005. Mr. Goldner will receive an annual base salary
of $465,775 for the year ending on February 28, 2002. Mr. Goldner's salary will
be reviewed in December 2001. Mr. Goldner also participates in Symbol's
Executive Bonus Plan. In 2001, the target amount of his bonus is 75% of his base
salary. If his employment is terminated for any reason (other than due to his
death or disability or for cause or his voluntary resignation), Mr. Goldner will
receive payments equal to one year's (if such termination occurs after December
31, 2003) or two year's (if such termination occurs before such date) annual
base salary and bonus during the last completed fiscal year immediately before
any such termination.

In 2000, we entered into a new employment agreement with Mr. Martino that
terminates on February 15, 2005. He is employed as a part-time consultant,
assisting the Chairman of the Board and the President. In 2001, Mr. Martino will
receive $100,000 per year. In February 2000, Mr. Martino was awarded options
under the 1997 Employee Stock Option Plan to purchase 75,000 shares of Symbol's
common stock at an exercise price of $53.75 per share. This is the same as the
price of Symbol's common stock on the date the option was granted. These options
will vest in four equal annual installments commencing two years after the date
of grant.

Directors who are not employees of Symbol are paid an annual retainer of
$15,000, in equal quarterly installments. They also receive a fee of $2,500 for
each Board of Directors meeting they attend or each meeting of a committee that
is not held in conjunction with a Board of Directors meeting. The

Chairman of the Audit Committee and the Compensation/Stock Option Committee are
also paid an annual retainer of $5,000 in equal quarterly installments.
Directors who are employees do not receive additional compensation for serving
as directors or for attending Board or committee meetings. Symbol reimburses
Directors for their expenses in connection with attending meetings of the Board
of Directors or committees of the Board.

Directors who are not employees of Symbol participated in Symbol's 2000
Directors' Stock Option Plan. In 2000, Messrs. Bugliarello, Mallement, Guthart
and Wang each received options to purchase 75,000 shares under this plan. The
exercise price of those options was $53.75 per share. Dr. Simons received an
option to purchase 50,000 shares, at an exercise price of $48.00 per share. The
options were priced at the price of Symbol's common stock on the date the
options were granted, and vest in four equal installments beginning one (1) year
after they were

granted. Under the plan, new directors who are initially elected to the Board of
Directors will be awarded an option to purchase 50,000 shares of Symbol common
stock.

OPTION GRANTS

Symbol currently maintains two stock option plans, the 2001 Non-Executive
Stock Option Plan and the 1997 Employee Stock Option Plan. Under these plans
options are granted to selected employees of Symbol. The 2001 Stock Option Plan
authorizes the Compensation/Stock Option Committee of the Board of Directors to
grant options to key employees of Symbol and its subsidiaries other than
executive officers. Under the 1997 Stock Option Plan, the Committee can grant
options to key employees, including those who are executive officers of Symbol.
Under the 1997 Stock Option Plan, an individual may not be awarded options to

purchase more than 1% of the then outstanding shares of Symbol's common stock in
any calendar year. The Committee may determine at the time of grant that some
options are qualified under the Internal Revenue Code of 1986 as Incentive Stock
Options and some of the options may be non-qualified options. None of the
options granted under either Plan are exercisable for a period of more than ten
years. Incentive Stock Options granted under the 1997 Stock Option Plan to
owners of 10% or more of Symbol's common stock are not exercisable for a period
exceeding five years. The exercise price of an option under either plan must be
at least 100% of the price of Symbol's common stock on the date of grant.

Incentive Stock Options must comply with provisions of the Internal Revenue
Code of 1986 relating to the maximum amount that can be vested by an optionee in
any one calendar year and the minimum exercise price of an Incentive Stock
Option and

other matters. The 2001 Stock Option Plan terminates on February 25, 2011 and
the 1997 Stock Option Plan terminates on February 9, 2007.

The following table shows certain information about stock options granted to the
individuals named in the Summary Compensation Table under all stock option
plans:

POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
INDIVIDUAL GRANTS IN 2000 RATES OF STOCK PRICE APPRECIATION FOR OPTION TERM(A)
----------------------------------------------- ----------------------------------------------------
[SUBJECT TO ADJUSTMENT IN THE DEFINITIVE PROXY STATEMENT]

NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE 5% 10%
OPTIONS EMPLOYEES IN OR BASE EXPIRATION STOCK DOLLAR STOCK DOLLAR
NAME GRANTED (NO.)(B) FISCAL YEAR(F) PRICE(G) DATE PRICE(H) GAIN PRICE(H) GAIN
- -------- ---------------- -------------- ---------- ----------- -------- ------- -------- -------

5%
OPTIONS % OF EXERCISE EXPIRATION STOCK DOLLAR
NAME GRANTED TOTAL GRANTED PRICE DATE PRICE GAIN
---- ------- -------------- -------- ------------ ------ --------

All Shareholders - - - - $78.51 $3,010,596,827

Tomo Razmilovic 375,000 (C) 13.54% $53.7500 02/13/10 $87.55 $12,676,157
250,000 (D) 9.02% $39.8750 07/30/10 $64.95 $6,269,293

CEO's Gain as % of All
Shareholders' Gain 0.629%

Jerome Swartz 250,000 (D) 9.02% $39.8750 07/30/10 $64.95 $6,269,293

Leonard Goldner 15,000 (C) 0.54% $53.7500 02/13/10 $87.55 $507,046
20,000 (D) 0.72% $39.8750 07/30/10 $64.95 $501,543

Kenneth Jaeggi 20,000 (D) 0.72% $39.8750 07/30/10 $64.95 $501,543

Brian Burke 50,000 (E) 1.80% $48.0000 05/07/10 $78.19 $1,509,347
20,000 (D) 0.72% $39.8750 07/30/10 $64.95 $501,543

10%
STOCK DOLLAR
PRICE GAIN
----- ----------

$125.02 $7,627,801,610

$139.41 $32,123,871
$103.43 $15,887,620

0.629%

$103.43 $15,887,620

$139.41 $1,284,955
$103.43 $1,271,010

$103.43 $1,271,010

$124.50 $3,824,982
$103.43 $1,271,010

-29-

(A) Total dollar gains based on the assumed annual rates of appreciation of the
exercise price of each option. The gain derived by all shareholders is
based on the outstanding number of shares at December 31, 2000. The actual
value, if any, an executive will realize will depend on the excess of the
market price over the exercise price on the date the option is actually
exercised. The value actually realized by an executive or any shareholder
may not be at or near the values estimated in this table.

(B) If a change in control of Symbol were to occur, all of the then unvested
portion of each option would become immediately exercisable.

(D) 10% vest on July 31, 2001, 15% vest on each of the next 6 consecutive 6
month anniversaries of that date.

(E) 10% vest on May 5, 2001 and 15% vest every 6 months thereafter during the
next three years.

(F) Based on 2,770,200 options granted to all employees in 2000.

(G) 100% of the closing price of Symbol's common stock on the date of grant.

(H) The stock price represents the price of Symbol's common stock if the
assumed annual rates of stock price appreciation are achieved over the term
of the options. In the case of all shareholders, the weighted average share
price of the options awarded to Mr. Razmilovic was used.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table shows information about unexercised options to purchase
Symbol's common stock on December 31, 2000 and the value realized upon the
exercise of options in 2000 by the individuals named in the Summary Compensation
Table.

NUMBER OF NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE HELD AT DECEMBER 31, 2000 HELD AT DECEMBER 31, 2000(A)
------------------------------- ----------------------------
[SUBJECT TO ADJUSTMENT IN THE DEFINITIVE PROXY STATEMENT]

NAME EXERCISE IN 2000 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------------- -------- ----------- ------------- ----------- -------------

Tomo Razmilovic 213,833 $10,835,182 1,398,672 1,194,025 $ 35,545,879 $ 9,481,634
Jerome Swartz(B) 125,000 $ 4,176,013 5,968,279 1,272,625 $170,473,698 $16,966,661
Leonard H. Goldner(C) 189,217 $ 9,324,696 371,029 204,594 $ 9,956,000 $ 2,926,313
Kenneth V. Jaeggi 286,875 $11,902,258 0 195,500 $ 0 $ 3,533,525
Brian T. Burke 0 $ 0 161,323 186,551 $ 4,155,619 $ 2,146,472

A. Based on the closing price of Symbol's common stock on the New York Stock
Exchange on that date of $36.00.

B. Includes options to purchase 1,805,625 shares held by trusts for the
benefit of his children. 1,149,750 of these options are exercisable and
655,875 are unexercisable. The value of these exercisable options was
$28,664,146 and the value of these unexercisable options was $12,340,868.
Dr. Swartz disclaims beneficial ownership of the options held by these
trusts.

C. Includes options to purchase 168,749 shares held by a trust for the benefit
of his wife and children. His wife is a co-trustee of this trust. 130,780
of the options held by this trust are exercisable and 37,969 are
unexercisable. The

value of these exercisable options was $3,375,052 and the value of these
unexercisable options was $995,547. Mr. Goldner disclaims beneficial
ownership of the shares owned by this trust. Also includes 91,250 options
held by a trust for the benefit of him and his children, none of which are
exercisable. Mr. Goldner is a co-trustee of this trust. The value of these
unexercisable options was $692,438.

Employees of Symbol and some of its subsidiaries are eligible to
participate in a 401(k) deferred compensation plan after 90 days of service.
With some limitations, a participant may make pre-tax contributions to the plan.
The maximum contribution a participant was allowed to make in 2000 and 2001 was
$10,000 and $10,500 respectively. Symbol will match 50% of the first 6%
contributed by each participant during each pay period. The employee's
contribution is vested immediately.

Symbol's contribution is 100% vested after one year of service. Amounts
accumulated under this plan are normally paid to a participant on retirement or
termination of employment. Payments depend on:

- the amounts contributed by the participant,

- the manner in which contributions have been invested,

- the amount of any prior withdrawal

- other factors.

Symbol maintains an Executive Retirement Plan for a select group of senior
management employees. The Plan is a non-qualified deferred compensation plan.
The Compensation/Stock Option Committee of the Board of Directors selects
participants. Under the Executive Retirement Plan, the maximum benefit a
participant may be paid is the participant's average

compensation (base salary plus bonus) for three years before the date the
participant is no longer a full time employee multiplied by five. (the "Benefit
Ceiling Amount"). After five successive years of participation in the Executive
Retirement Plan, a participant is entitled to 50% of the Benefit Ceiling Amount.
After each additional year of participation in the Executive Retirement Plan up
to five additional years of participation, a participant is entitled to an
additional 10% of the Benefit Ceiling Amount. Benefits are normally payable in
equal monthly installments over a ten year period after retirement, beginning
after the participant attains age 65 (or age 62 with 20 years or more of
credited service). Upon death or disability, payment is accelerated and made in
a lump sum but the amount is reduced to the then present value of the benefit
payments which would have been made under the normal mode of

payment. Mr. Razmilovic, Mr. Goldner, Mr. Jaeggi and Mr. Burke are participants
in the Executive Retirement Plan.

The following table illustrates the estimated annual retirement benefits
payable under the Executive Retirement Plan to a participant at specified
average compensation levels and years of service. Benefits under the Executive
Retirement Plan are not offset for Social Security benefits. Benefits payable
under the Executive Retirement Plan will be reduced by the value of any
retirement income of the participant attributable to contributions by Symbol to
any qualified pension plan adopted by Symbol (excluding Symbol's current 401(k)
deferred compensation plan).

PENSION PLAN TABLE

YEARS OF SERVICE
----------------
3 YEARS AVERAGE
ANNUAL COMPENSATION 5 10
------------------- -- --

$ 400,000 $100,000 $ 200,000
800,000 200,000 400,000
1,200,000 300,000 600,000
1,600,000 400,000 800,000
2,000,000 500,000 1,000,000
2,400,000 600,000 1,200,000

On January 1, 2000, Mr. Razmilovic had 10 years of credited service, Mr.
Goldner had 10, Mr. Jaeggi had 3, and Mr. Burke had 11. Mr. Razmilovic became a
participant in the Executive Retirement Plan in October 1995. He did not receive
credit under the Plan for his prior service to Symbol. Instead, he received two
years of credited service for each year of employment from October 1995 to
October 2000.

SHAREOWNER RETURN PERFORMANCE PRESENTATION [Subject to adjustment in the
definitive proxy statement]

The following chart shows a comparison of the yearly percentage change in
an investment of $100 in Symbol common stock compared to an investment of $100
in the S&P Composite 500 Stock Index and the S&P Technology Sector Index for a
five year

period beginning January 1, 1995 and ending December 31, 2000. The chart assumes
that all dividends will be reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMBOL TECHNOLOGIES, INC., THE S & P INDEX
AND THE S & P TECHNOLOGY SECTOR INDEX

Cumulative Total Return
--------------------------------------
12/95 12/96 12/97 12/98 12/99 12/00

Symbol Technologies, Inc. 100 112 144 365 545 463
S&P 500 100 123 164 211 255 232
S&P Technology Sector 100 142 179 309 542 325

* $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.

PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

On February 26, 2001, the Board of Directors approved, subject to approval
by the shareholders at the Annual Meeting, an increase in the number of shares
of authorized Common Stock from 300,000,000 to 600,000,000 shares. This increase
would be accomplished by adopting an amendment (the "Amendment") to the
Certificate of Incorporation of the Corporation. As of March 1, 2001,
150,426,729 shares of Common Stock were issued and outstanding and 15,522,558
shares were issued and held by the Corporation as treasury shares. In addition,
32,902,997 shares are reserved for issuance under the Corporation's various
stock option plans, warrants issued to directors, and convertible notes and
debentures so that as of such date there were only 101,147,798 (in addition to
the shares

held as treasury shares) available for issuance. The Amendment would increase
the number of authorized, unissued and unreserved shares of Common Stock by an
additional 300,000,000 shares. The text of the Amendment is set forth on
attached Annex A.

The Board of Directors believes that it is in the best interest of the
Corporation and its shareholders that there be a sufficient reserve of
authorized but uncommitted shares of Common Stock, so it can rapidly take
advantage of opportunities that become available, including acquisitions,
financings and stock splits, among others.

The Corporation currently has no agreements or arrangements for the
issuance of shares of Common Stock other than the issuance of shares of Common
Stock pursuant to stock option plans, warrants issued to directors, and
convertible notes and

debentures. Authorized shares of Common Stock in excess of those shares
outstanding (including, if authorized, the additional shares of Common Stock
provided in the Amendment) will remain available for general purposes, such as
acquisitions, equity financings, stock splits, stock dividends, management
incentives and stock option plans. Such issuances may not require shareholders
approval. Under certain circumstances, the Board of Directors could create
impediments to, or frustrate persons seeking to effect, a takeover or transfer
of control of the Corporation by causing such shares to be issued to a holder or
holders who might side with the Board of Directors in opposing a takeover bid
that the Board of Directors determines is not in the best interest of the
Corporation and its shareholders. As of this date, the Board of Directors is
unaware of any specific effort to accumulate the Corporation's shares or to
obtain control of the Corporation by

means of a merger, tender offer, solicitation in opposition to management or
otherwise.

If approved by the shareholders at the Annual Meeting, the increase in the
number of shares of Common Stock would become effective upon the filing of the
Amendment with the Secretary of State in the State of Delaware which filing
should take place shortly after the Annual Meeting.

The affirmative vote of the holders of a majority of the outstanding shares
of the Corporation's Common Stock present or represented and entitled to vote at
the meeting will be required for the approval of this proposal. ACCORDINGLY,
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
FOREGOING AMENDMENT TO THE CORPORATION'S CERTIFICATE OF

INCORPORATION. Abstaining and broker non-votes will have the same effect as a
vote against this proposal.

PROPOSAL TO AMEND THE 1997 EMPLOYEE STOCK OPTION PLAN

The Board of Directors, subject to shareholder approval, has amended the
1997 plan to increase the authorized number of shares that may be issued under
the 1997 Plan by an additional 3,875,000 shares to a total of 14,000,000 shares.
As of March 1, 2001, options to purchase 1,071,898 shares had been exercised and
there were outstanding options to purchase 8,549,847 shares so that as of such
date there were only 503,239 shares available for grant under the 1997 Plan.

The Board of Directors believes that, as a result of the Corporation's
anticipated continued growth, it will be necessary to hire additional management
personnel. In view of these personnel needs, and in light of the present level
of

remuneration paid to management (see "Management Remuneration and Transactions")
and the present level of management's equity in the Corporation (see "Security
Ownership of Management"), the Board of Directors is of the opinion that it is
appropriate that stock options continue to be a major component of the
Corporation's management remuneration package and that accordingly, the number
of shares of the Corporation's Common Stock available for the grant of stock
options to key employees and officers under the 1997 Plan should be increased by
an additional 3,875,000 shares of Common Stock to a total of 14,000,000.
Accordingly, on February 26, 2001, the Board of Directors, subject to
shareholder approval, amended the 1997 Plan to provide that the aggregate number
of shares that have been purchased and that may henceforth be purchased pursuant
to the exercise of options under the 1997 Plan shall not exceed 14,000,000
shares.

Options under the 1997 Plan may be granted to officers and key employees of
the Corporation selected by the Compensation/Stock Option Committee of the
Board. Shares of Common Stock issued upon the exercise of options under the 1997
Plan may be reserved or made available from the Corporation's authorized and
unissued shares or from shares reacquired and held in the Corporation's
treasury. A more complete summary of the material terms of the 1997 Plan, as
amended, is set forth in Annex B to this Proxy Statement.

The closing sale price of the Corporation's Common Stock as quoted on the
New York Stock Exchange on March 30, 2001 was $34.90 per share.

DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE AMENDMENT TO
THE 1997 EMPLOYEE STOCK OPTION PLAN. Abstaining and broker non-votes will have
the same effect as a vote against this proposal.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of Symbol hereby reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial
statements with Symbol's management.

2. The Audit Committee has discussed with Deloitte & Touche, LLP the Company's
independent accountants, the matters required to be discussed by SAS 61
(Communication with Audit Committee).

3. The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche, LLP, required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committee), has
discussed with Deloitte & Touche LLP their independence, and considered
whether the provision of non-audit services is compatible with maintaining
Deloitte & Touche's independence.

4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of
Symbol, and the Board has approved, that the audited financial statements
be included in Symbol's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, for filing with the Securities and Exchange
Commission.

Harvey Mallement (chair)
Dr. George Bugliarello
Dr. Leo A. Guthart

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the United States Securities Act of 1933 or the
United States Securities Exchange Act of 1934 that might incorporate this proxy
statement or future filings with the United States Securities and Exchange

Commission, in whole or in part, the foregoing report shall not be deemed to be
incorporated by reference into any such filing.

AUDIT AND NON-AUDIT FEES [subject to adjustment in the definitive proxy
statement]

For the fiscal year ended December 31, 2000, fees for services provided by
Deloitte & Touche LLP were as follows:

(Dollars)

A. Audit 647,433

B. Financial Information Systems 60,100
Design and Implementation

C. All Other (including tax assistance for 877,936
Employees on overseas assignment of $9,815,
Corporate tax consulting of $529,160,
acquisition and divestiture support of
$194,074 and other services of $144,887.)

APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Deloitte & Touche LLP, independent certified public accountants, were
selected by the Board of Directors to audit the financial statements of Symbol
for the fiscal year ended December 31, 2000. The Board of Directors and Audit
Committee have recommended that they be retained to audit the financial
statements of Symbol for the current fiscal year. Representatives of Deloitte &
Touche LLP will be present at the Annual Meeting of Shareholders. They will have
an opportunity to make a statement at the meeting and will be available to
respond to appropriate questions raised orally by shareholders. If shareholders
do not ratify the appointment of Deloitte & Touche LLP as Symbol's independent
accountants for the current year, the Audit Committee and the Board of Directors
will reconsider the appointment. THE BOARD OF DIRECTORS RECOMMENDS

THAT YOU VOTE FOR THE PROPOSAL TO RETAIN DELOITTE & TOUCHE LLP TO AUDIT THE
FINANCIAL STATEMENTS OF SYMBOL FOR FISCAL 2001.

It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope or
provide your instructions by telephone or via the Internet as promptly as
possible.

By Order of the Board of Directors

Leonard H. Goldner
Secretary

Dated: April 2, 2001
Holtsville, New York

ANNEX A

TEXT OF PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The section (a) of Article FOUR of the Corporation's Certificate of
Incorporation is proposed to be amended. Sections (b) and (c) of Article FOUR,
relating to the Corporation's authorized Preferred Stock will remain unchanged.
If the proposed amendment is approved by stockholders, Section (a) of Article
FOUR will be as follows:

"FOURTH. The total number of shares of stock which the Corporation shall
have the authority to issue is six hundred ten million (610,000,000), consisting
of six hundred million (600,000,000) shares of common stock, par value $.01 per
share (the "Common Stock") and ten million (10,000,000) shares of

preferred stock, par value $1.00 per share (the "Preferred Stock").

ANNEX B

Terms of the 1997 Plan

Under the 1997 Plan, as amended subject to shareholder approval, options to
purchase 14,000,000 shares may be issued. The 1997 Plan is administered by a
committee consisting of at least two "disinterested" directors within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, (the
"Committee") selected by the Board of Directors. The Board has designated the
Committee, consisting of Messrs. Guthart and Mallement, to administer the 1997
Plan. Within the applicable limits of the 1997 Plan, the Committee shall have
full authority to select from among eligible individuals those to whom options
shall be granted under the 1997 Plan, the number of shares subject to each
option and the price, terms and conditions of any options to be granted
thereunder. The Board of Directors shall have full authority to amend the 1997
Plan, provided, however, that any amendment which (i) increases the number of
shares which may be the subject of stock options granted under the 1997 Plan,
(ii) expands the class of individuals eligible to receive options under the 1997
Plan, (iii) increases the period during which options may be granted or the
permissible term of options under the 1997 Plan, or (iv) decreases the minimum
exercise price of such options, shall only be adopted by the Board of Directors
subject to shareholder approval. No amendment to the 1997 Plan shall, without
the consent of the holder of an existing option, materially and adversely affect
his rights under such option.

Officers and key employees of the Corporation and directors, officers and
key employees of its subsidiaries (including any partnership of which the
Corporation or any subsidiary of the Corporation is a general partner) are
eligible to receive options under the 1997 Plan. The exercise price of any
option must be no less than 100% (or, in the case of an incentive stock option
granted to a 10% shareholder, 110%) of the fair market value of the shares
purchasable thereunder on the date of grant.

Payment for shares purchased upon the exercise of options may be made (i)
in cash or certified check, (ii) by transfer to the Corporation of a number of
shares of the Corporation's Common Stock whose aggregate market value is equal
to the aggregate option price, (iii) by delivering to the Corporation (a)
irrevocable instructions to deliver the stock certificates representing the
shares for which the option is being exercised directly to a broker, and (b)
instructions to the broker to sell such shares and promptly deliver to the
Corporation the portion of sale proceeds equal to the aggregate option exercise
price, or (iv) a combination of these methods of payment.

No option may be exercisable for more than ten years from the date of
grant; an incentive stock option granted to a 10% shareholder may not be
exercisable for more than five years from the date of grant. Moreover, to
qualify as incentive stock options, the aggregate fair market value, determined
as of the date of grant, of the shares which may first become exercisable by any
individual in any calendar year, under the 1997 Plan and under any other plans
of the Corporation and its subsidiaries pursuant to which incentive stock
options may be granted, may not exceed $100,000. The maximum number of shares
purchasable under any option or options granted pursuant to the 1997 Plan to any
individual in any calendar year may not exceed one percent of the then issued
and outstanding shares of Common Stock of the Corporation.

Under the 1997 Plan, both incentive and non-incentive stock options may be
granted. For federal income tax purposes, a holder of an option designated as
not qualifying as an incentive stock option will generally realize taxable
income upon the exercise of an option, and at that time the Corporation will
then be allowed a deduction from its income equal to the excess of (a) the
market value, at the time of such exercise, of the shares acquired pursuant to
such exercise over (b) the aggregate option exercise price for such shares.
Generally, no realization of taxable income to the optionee will result from the
exercise of an incentive stock option and the Corporation will not receive any
deduction in connection with such exercise, although the gain upon exercise may
subject the holder to taxation under the alternate minimum tax. At the time of
the sale of the shares acquired upon the exercise of an incentive stock option
the optionee will then realize taxable income equal

to the sale price less the exercise price.

Options may generally not be transferred except to the extent that options
may be exercised by an executor or administrator provided, however, with the
prior approval of the Committee, options granted under the 1997 Plan may be
transferred to an optionee's spouse, children, grandchildren or a trust or
partnership established for the benefit of such persons. Subsequent transfers of
such transferred options are prohibited. Under the 1997 Plan, options lapse if
the optionee ceases to be an employee of the Corporation or its subsidiaries.
However, if the cessation of employment is due to retirement, disability or
death of the optionee, options may be exercised within three months of the
holder's retirement or within one year of the holder's death or disability,
provided, however, that no option may be exercisable after its normal expiration
date.

The 1997 Plan terminates on February 9, 2007. The 1997 Plan may be altered,
suspended or discontinued at any time by the Board of Directors, provided that
no such action may, without the consent of an optionee, materially and adversely
affect his rights under any outstanding options. Options are subject to
adjustment to protect against dilution in certain events, including the
recapitalization or reorganization of the Corporation, its merger into or
consolidation with another corporation, stock splits and stock dividends.