SAN JOSE, Calif. — May 31, 2005 — Symmetricom, Inc. (NASDAQ: SYMM) announced today that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of contingent convertible subordinated notes due 2025. The interest rate, conversion rate and offering price are to be determined by negotiations between the Company and the initial purchasers of the notes.  The Company also expects to grant to the initial purchasers of the notes a 30-day option to purchase up to an additional $20 million of the notes.

The Company intends to use the net proceeds from the notes offering for working capital and general corporate purposes, which may include acquisitions.

The notes have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.