Exhibit 99.8


                         AUTOMATIC OPTION GRANT PROGRAM
                         ------------------------------

                   NOTICE OF GRANT OF AUTOMATIC STOCK OPTION
                           INITIAL 5,000-SHARE GRANTS

          This notice is used to evidence the initial 5,000-share automatic
option grants to newly elected or appointed non-employee Board members.  Unlike
options granted under the Discretionary Option Grant Program which become
exercisable in a series of installments over a four (4)-year period, the
automatic option grants are immediately exercisable for any or all of the option
shares as fully-vested shares of Class A Common Stock.

          The following information relating to the individual's grant should be
inserted in the appropriate spaces in the Notice of Grant:

          1.   Optionee's name.

          2.   Grant Date.  This will be the date on which the optionee is in
               fact appointed to the Board as a new non-employee Board member.

          3.   Exercise Price.  This will be the closing selling price per share
               of the Company's Class A Common Stock on the Nasdaq National
               Market.

          4.   Expiration Date.  The option term is ten (10) years from the
               Grant Date. Accordingly, the Expiration Date must be the date
               immediately preceding the tenth anniversary of the Grant Date.
               For example, the Expiration Date of an option granted on
               December 1, 1997 would be November 30, 2007.


                                                                   INITIAL GRANT
                                                                   -------------

                                 ODETICS, INC.
                   NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                   ----------------------------------------
                            AUTOMATIC STOCK OPTION
                            ----------------------

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Class A Common Stock of Odetics, Inc. (the
"Corporation"):

          Optionee:_________________________________________________________
          --------
          Grant Date:_______________________________________________________
          ----------
          Exercise Price:  $___________________________________ per share
          --------------
          Number of Option Shares: 5,000 shares
          -----------------------
          Expiration Date:__________________________________________________
          ---------------
          Type of Option:  Nonstatutory Stock Option
          --------------
          Date Exercisable:  Immediately Exercisable
          ----------------

          Vesting Schedule:  The Option Shares shall be fully vested.
          ----------------

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Odetics, Inc. 1997 Stock Incentive Plan (the "Plan").  Optionee further agrees
to be bound by the terms of the Plan and the terms of the Option as set forth in
the Automatic Stock Option Agreement attached hereto as Exhibit A.

          Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B.  A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

          No Impairment of Rights.  Nothing in this Notice or the attached
          -----------------------
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.


          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

_________, 199__
     Date


                                    ODETICS, INC.


                                    By: ____________________________

                                    Title: _________________________



                                    ________________________________
                                    OPTIONEE

                                    Address: _______________________

                                    ________________________________


ATTACHMENTS
- -----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

                                       2.


                                   EXHIBIT A
                                   ---------

                       AUTOMATIC STOCK OPTION AGREEMENT
                       --------------------------------


                                   EXHIBIT B
                                   ---------

                          PLAN SUMMARY AND PROSPECTUS
                          ---------------------------