**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**


**** (Mark
      One)





**x** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      quarterly period ended October
      4, 2008


or





**o** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
      1934**





For
      the
      transition period from ______________________________________
      to_______________________________________





Commission
      File Number: 001-32374





SYMMETRY
      MEDICAL INC.





(Exact
      name of registrant as specified in its charter)


Delaware
            35-1996126(State
                or other jurisdiction of incorporation or organization)
              
              3724
                North State Road 15, Warsaw, Indiana
            (I.R.S.
                Employer Identification No.)
              
              46582(Address
                of principal executive offices)
              
              (574)
                268-2252
            (Zip
                Code)(Registrant’s
                telephone number, including area code)





(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the


Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.   þ **** Yes  ̈ **** No





Indicate
      by checkmark whether the registrant is a large accelerated filer, an accelerated
      filer, a non-accelerated filer, or a smaller reporting company. See the
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.


Large
                  accelerated filer ̈
              Accelerated
                  filerþNon-accelerated
                  filer ̈(Do not check if a smaller reporting company)
              Smaller
                  reporting company ̈


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


 ̈ Yes þ No


The
      number of shares outstanding of the registrant’s common stock as of November 7,
      2008 was 35,830,638.










**TABLE
      OF CONTENTS**


**PART I
                  FINANCIAL INFORMATION**Item 1
              Financial
                  Statements:Condensed
                  Consolidated Balance Sheets: As of October 4, 2008 and
                  December 29, 2007
              4Condensed
                  Consolidated Statements of Operations: Three and Nine Months Ended
                  October 4, 2008 and September 29, 2007
              5Condensed
                  Consolidated Statements of Cash Flows: Nine Months Ended October
                  4, 2008
                  and September 29, 2007
              6Notes
                  to Condensed Consolidated Financial Statements
              7Item 2
              Management’s
                  Discussion and Analysis of Results of Operations and Financial
                  Condition
              16Item 3
              Quantitative
                  and Qualitative Disclosures about Market Risks
              21Item 4
              Controls
                  and Procedures
              21**PART II
                  OTHER INFORMATION**Item
                  1
              Legal
                  Proceedings
              23Item 1A
              Risk
                  Factors
              23Item 5
              Other
                  Information
              23Item 6
              Exhibits
              23Signatures
              
              24





2


**Cautionary
      Note Regarding Forward-Looking Statements**





Throughout
      this Quarterly Report on Form 10-Q or in other reports or registration
      statements filed from time to time with the Securities and Exchange Commission
      under the Securities Exchange Act of 1934, or under the Securities Act of 1933,
      as well as in documents we incorporate by reference or in press releases or
      oral
      statements made by our officers or representative, we may make statements that
      express our opinions, expectations or projections regarding future events or
      future results, in contrast with statements that reflect historical facts.
      These
      predictive statements, which we generally precede or accompany by such typical
      conditional words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,”
“seek,” “project,” “potential,” or “expect,” or by the words “may,” “will,”
“could,” or “should,” and similar expressions or terminology are intended to
      operate as “forward-looking statements” of the kind permitted by the Private
      Securities Litigation Reform Act of 1995. That legislation protects such
      predictive statements by creating a “safe harbor” from liability in the event
      that a particular prediction does not turn out as anticipated.





Forward-looking
      statements convey our current expectations or forecast future events. While
      we
      always intend to express our best judgment when we make statements about what
      we
      believe will occur in the future, and although we base these statements on
      assumptions that we believe to be reasonable when made, these forward-looking
      statements are not a guarantee of performance, and you should not place undue
      reliance on such statements. Forward-looking statements are subject to many
      uncertainties and other variable circumstances, many of which are outside of
      our
      control, that could cause our actual results and experience to differ materially
      from those we thought would occur.





We
      also refer you to and believe that you should carefully read the “Risk Factors”
portion of our Annual Report for fiscal 2007 on Form 10-K, to better understand
      the risks and uncertainties that are inherent in our business and in owning
      our
      securities.





Any
      forward-looking statements which we make in this report or in any of the
      documents that are incorporated by reference herein speak only as of the date
      of
      such statement, and we undertake no ongoing obligation to update such
      statements. Comparisons of results between current and any prior periods are
      not
      intended to express any future trends or indications of future performance,
      unless expressed as such, and should only be viewed as historical data.


3


**PART
      I FINANCIAL INFORMATION**


**ITEM
      I. FINANCIAL STATEMENTS**





**Symmetry
      Medical Inc.**


**Condensed
      Consolidated Balance Sheets**


**October
                  4,**
                **2008**
              
              
              **December
                  29,**
                **2007****(In
                  Thousands, Except Per Share Data)****(unaudited)****Assets:**Current
                  Assets:Cash
                  and cash equivalents
              
              $
              17,791
              
              $
              12,089Accounts
                  receivable, net
              
              
              58,825
              
              
              42,992Inventories
              
              
              62,782
              
              
              45,353Refundable
                  income taxes
              
              
              5,105
              
              
              6,516Deferred
                  income taxes
              
              
              3,437
              
              
              2,551Derivative
                  valuation asset
              
              
              917
              
              
              2Other
                  current assets
              
              
              2,364
              
              
              2,940Total
                  current assets
              
              
              151,221
              
              
              112,443Property
                  and equipment, net
              
              
              120,397
              
              
              100,424Derivative
                  valuation asset
              
              
              261
              
              
              -Goodwill
              
              
              153,696
              
              
              141,985Intangible
                  assets, net of accumulated amortization
              
              
              46,800
              
              
              44,567Other
                  assets
              
              
              2,003
              
              
              1,011Total
                  Assets
              
              $
              474,378
              
              $
              400,430**Liabilities
                  and Shareholders' Equity:**Current
                  Liabilities:Accounts
                  payable
              
              $
              32,250
              
              $
              34,518Accrued
                  wages and benefits
              
              
              12,133
              
              
              10,922Other
                  accrued expenses
              
              
              4,803
              
              
              8,096Income
                  tax payable
              
              
              6,038
              
              
              2,394Derivative
                  valuation liability
              
              
              -
              
              
              74Deferred
                  income taxes
              
              
              352
              
              
              407Revolving
                  line of credit
              
              
              7,477
              
              
              6,511Current
                  portion of capital lease obligations
              
              
              1,393
              
              
              2,487Current
                  portion of long-term debt
              
              
              15,713
              
              
              10,900Total
                  current liabilities
              
              
              80,159
              
              
              76,309Deferred
                  income taxes
              
              
              12,063
              
              
              12,136Derivative
                  valuation liability
              
              
              2,286
              
              
              1,917Capital
                  lease obligations, less current portion
              
              
              3,603
              
              
              4,032Long-term
                  debt, less current portion
              
              
              126,825
              
              
              68,500Total
                  Liabilities
              
              
              224,936
              
              
              162,894Commitments
                  and contingencies (Note 9)Shareholders'
                  Equity:Common
                  Stock, $.0001 par value; 72,410 sharesauthorized;
                  shares issued October 4, 2008--35,831;December
                  29, 2007--35,444)
              
              
              4
              
              
              4Additional
                  paid-in capital
              
              
              274,994
              
              
              272,623Accumulated
                  deficit
              
              
              (32,824
              )
              
              (45,526
              )Accumulated
                  other comprehensive income
              
              
              7,268
              
              
              10,435Total
                  Shareholders' Equity
              
              
              249,442
              
              
              237,536Total
                  Liabilities and Shareholders' Equity
              
              $
              474,378
              
              $
              400,430


See
      accompanying notes to condensed consolidated financial statements *.*


4





**Symmetry
      Medical Inc.**


**Condensed
      Consolidated Statements of Operations**


**Three
                      Months Ended**
                  
                  
                  **Nine
                      Months Ended****October
                      4,**
                  
                  
                  **September
                      29,**
                  
                  
                  **October
                      4,**
                  
                  
                  **September
                      29,****2008**
                  
                  
                  **2007**
                  
                  
                  **2008**
                  
                  
                  **2007****(In
                      Thousands, Except Per Share Data)****(unaudited)**
                  
                  
                  **(unaudited)**
                  
                  
                  **(unaudited)**
                  
                  
                  **(unaudited)**Revenue
                  
                  $
                  112,095
                  
                  $
                  75,823
                  
                  $
                  323,744
                  
                  $
                  210,259Cost
                      of Revenue
                  
                  
                  86,445
                  
                  
                  64,511
                  
                  
                  246,733
                  
                  
                  172,518Gross
                      Profit
                  
                  
                  25,650
                  
                  
                  11,312
                  
                  
                  77,011
                  
                  
                  37,741Selling,
                      general, and administrativeexpenses
                  
                  
                  15,165
                  
                  
                  9,032
                  
                  
                  44,474
                  
                  
                  24,713Operating
                      Income
                  
                  
                  10,485
                  
                  
                  2,280
                  
                  
                  32,537
                  
                  
                  13,028Other
                      (income) expense:Interest
                      expense
                  
                  
                  2,683
                  
                  
                  1,808
                  
                  
                  8,300
                  
                  
                  5,001Derivatives
                      valuation (gain)/loss
                  
                  
                  (972
                  )
                  
                  1,372
                  
                  
                  (1,041
                  )
                  
                  1,356Other
                  
                  
                  3,079
                  
                  
                  (627
                  )
                  
                  2,581
                  
                  
                  (1,290
                  )Income
                      (loss) before income taxes
                  
                  
                  5,695
                  
                  
                  (273
                  )
                  
                  22,697
                  
                  
                  7,961Income
                      tax expense
                  
                  
                  3,162
                  
                  
                  814
                  
                  
                  9,995
                  
                  
                  2,738Net
                      income (loss)
                  
                  $
                  2,533
                  
                  $
                  (1,087
                  )
                  $
                  12,702
                  
                  $
                  5,223Net
                      income (loss) per share:Basic
                  
                  $
                  0.07
                  
                  $
                  (0.03
                  )
                  $
                  0.36
                  
                  $
                  0.15Diluted
                  
                  $
                  0.07
                  
                  $
                  (0.03
                  )
                  $
                  0.36
                  
                  $
                  0.15Weighted
                      average common sharesand
                      equivalent shares outstanding:Basic
                  
                  
                  35,174
                  
                  
                  35,130
                  
                  
                  35,161
                  
                  
                  35,074Diluted
                  
                  
                  35,402
                  
                  
                  35,130
                  
                  
                  35,354
                  
                  
                  35,255
  See
          accompanying notes to condensed consolidated financial statements *.*





5





**Symmetry
      Medical Inc.**


**Condensed
      Consolidated Statements of Cash Flows**


**Nine
                    Months Ended****October
                    4,**
                
                
                **September
                    29,****2008**
                
                
                **2007****(In
                    Thousands)****(unaudited)**
                
                
                **(unaudited)****Operating
                    activities**Net
                    Income
                
                $
                12,702
                
                $
                5,223Adjustments
                    to reconcile net income to net cash provided by(used
                    in) operating activities:Depreciation
                
                
                14,151
                
                
                13,139Amortization
                
                
                2,207
                
                
                1,595Foreign
                    currency transaction (gain) loss
                
                
                4,483
                
                
                (756
                )Net
                    (gain) loss on sale of assets
                
                
                (460
                )
                
                (382
                )Deferred
                    income tax provision
                
                
                (1,074
                )
                
                (2,333
                )Excess
                    tax benefit from stock-based compensation
                
                
                (273
                )
                
                (844
                )Stock-based
                    compensation
                
                
                1,743
                
                
                255Derivative
                    valuation change
                
                
                (895
                )
                
                (128
                )Change
                    in operating assets and liabilities:Accounts
                    receivable, net
                
                
                (18,035
                )
                
                (3,670
                )Other
                    assets
                
                
                (480
                )
                
                1,414Inventories
                
                
                (11,906
                )
                
                12Current
                    income taxes
                
                
                4,448
                
                
                (358
                )Accounts
                    payable
                
                
                690
                
                
                9,119Accrued
                    expenses and other
                
                
                (2,355
                )
                
                3,332Net
                    cash provided by operating activities
                
                
                4,946
                
                
                25,618**Investing
                    activities**Purchases
                    of property and equipment
                
                
                (16,813
                )
                
                (7,204
                )Proceeds
                    from the sale of property & equipment
                
                
                1,215
                
                
                1,731Acquisition,
                    net of cash received
                
                
                (46,546
                )
                
                (32,522
                )Net
                    cash used in investing activities
                
                
                (62,144
                )
                
                (37,995
                )**Financing
                    activities**Proceeds
                    from bank revolver
                
                
                89,049
                
                
                56,341Payments
                    on bank revolver
                
                
                (73,226
                )
                
                (44,746
                )Issuance
                    of long-term debt
                
                
                60,000
                
                
                -Payments
                    on long-term debt and capital lease obligations
                
                
                (12,923
                )
                
                (5,725
                )Proceeds
                    from the issuance of common stock
                
                
                355
                
                
                669Excess
                    tax benefit from stock-based compensation
                
                
                273
                
                
                844Net
                    cash provided by financing activities
                
                
                63,528
                
                
                7,383Effect
                    of exchange rate changes on cash
                
                
                (628
                )
                
                311Net
                    increase (decrease) in cash and cash equivalents
                
                
                5,702
                
                
                (4,683
                )Cash
                    and cash equivalents at beginning of period
                
                
                12,089
                
                
                11,721Cash
                    and cash equivalents at end of period
                
                $
                17,791
                
                $
                7,038Supplemental
                    disclosures:Cash
                    paid for interest
                
                $
                8,730
                
                $
                4,147Cash
                    paid for income taxes
                
                $
                6,354
                
                $
                3,739Assets
                    acquired under capital leases
                
                $
                639
                
                $
                195


See
      accompanying notes to condensed consolidated financial
      statements.


6





**Symmetry
      Medical Inc.**


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


**(In
      Thousands, Except Per Share Data)**





**1.
      Basis of Presentation**





The
      condensed consolidated financial statements include the accounts of Symmetry
      Medical Inc. and its wholly-owned subsidiaries (collectively referred to as
      the Corporation), Symmetry Medical USA Inc., Jet Engineering, Inc.,
      Ultrexx, Inc., Riley Medical, Inc., Symmetry Medical Switzerland SA
      (formerly known as Riley Medical Europe, SA), Symmetry Medical Everest LLC,
      Everest Metal International Limited, Symmetry Medical Cheltenham Limited,
      Symmetry Medical PolyVac, SAS, Thornton Precision Components Limited, Symmetry
      Medical Malaysia SDN, Clamonta Limited, Specialty Surgical Instrumentation,
      Inc., UCA, LLC, TNCO, Inc. and Symmetry Medical New Bedford, LLC.  The
      Corporation is a global supplier of integrated products consisting primarily
      of
      surgical implants, instruments and cases to orthopedic and other medical device
      companies.





The
      condensed consolidated financial statements of the Corporation have been
      prepared without audit, pursuant to the rules and regulations of the
      Securities and Exchange Commission. Certain information and footnote disclosures
      normally included in financial statements prepared in accordance with generally
      accepted accounting principles have been condensed or omitted pursuant to such
      rules and regulations. In the opinion of management, the accompanying
      condensed consolidated financial statements contain all adjustments of a normal
      recurring nature considered necessary to present fairly, the consolidated
      financial position of the Corporation, its results of operations and cash flows.
      The Corporation’s results are subject to seasonal fluctuations. Interim results
      are not necessarily indicative of results for a full year. The condensed
      consolidated financial statements included herein should be read in conjunction
      with the fiscal year 2007 consolidated financial statements and the notes
      thereto included in the Corporation’s Annual Report on Form 10-K for fiscal
      year 2007.





The
      Corporation’s year end is the 52 or 53 week period ending the Saturday closest
      to December 31. Fiscal year 2008 is a 53 week year. The Corporation’s first
      two interim quarters for 2008 are 13 weeks long ending the Saturday closest
      to
      March 31, and June 30 and the third quarter is 14 weeks long, ending Saturday
      October 4, 2008. Fiscal Year 2007 was a 52 week year. The Corporation’s interim
      quarters for 2007 were 13 weeks long ending the Saturday closest to
      March 31, June 30, or September 30. References in these
      condensed consolidated financial statements to the three months ended refer
      to
      these financial periods, respectively.





On
      January 25, 2008, the Corporation acquired substantially all the assets and
      real
      estate of DePuy Orthopaedics, Inc.’s (“DePuy”) New Bedford, Massachusetts
      instrument manufacturing facility (“New Bedford”), for $45,165 in cash, subject
      to certain post closing adjustments. This facility manufactures orthopedic
      instruments as well as general surgical instruments and small
      implants.





On
      August 31, 2007, the Corporation acquired all of the stock of Specialty Surgical
      Instrumentation, Inc. (“SSI”) and UCA, LLC (“UCA”), privately owned companies
      based in Nashville, Tennessee, for $15,092, in cash, subject to certain post
      closing adjustments. SSI distributes surgical instruments directly to hospitals
      while UCA distributes sterilization containers directly to
      hospitals.





On
      April 3, 2007, the Corporation acquired all of the stock of TNCO, Inc. (“TNCO”)
      a privately owned company based in Whitman, Massachusetts for $7,583 in cash.
      TNCO designs and supplies precision instruments for arthroscopic, laparoscopic,
      sinus and other minimally invasive procedures.





On
      January 9, 2007, the Corporation acquired all of the stock of Whedon Limited,
      a
      privately owned company based in Warwickshire, UK and the holding company of
      Clamonta Limited (collectively “Clamonta Ltd”), for $10,407 in cash. 
Clamonta Ltd manufactures aerospace products for the global aerospace
      industry.





7




**2.
      Inventories**





Inventories
      consist of the following:


**October
                  4,**
              
              **December
                  29,****2008**
              
              **2007**Raw
                  material and supplies
              
              $
              11,851
              
              $
              9,244Work-in-process
              
              
              36,281
              
              
              21,412Finished
                  goods
              
              
              14,650
              
              
              14,697$
              62,782
              
              $
              45,353





**3.
      Property and Equipment**





Property
      and equipment, including depreciable lives, consists of the
      following:


**October
                  4,**
              
              **December
                  29,****2008**
              
              **2007**Land
              
              $
              7,388
              
              $
              6,759Buildings
                  and improvements (20 to 40 years)
              
              
              42,501
              
              
              44,274Machinery
                  and equipment (5 to 15 years)
              
              
              123,481
              
              
              98,974Office
                  equipment (3 to 5 years)
              
              
              10,737
              
              
              8,909Construction-in-progress
              
              
              9,344
              
              
              2,786193,451
              
              
              161,702Less
                  accumulated depreciation
              
              
              (73,054
              )
              
              (61,278
              )$
              120,397
              
              $
              100,424





**4.
      Intangible Assets**





Intangible
      assets were acquired in connection with our business acquisitions. As of October
      4, 2008, the balances of intangible assets, other than goodwill, were as
      follows:


Weighted-average
                Amortization
                Period
              
              Gross
                Intangible
                Assets
              
              Accumulated
                Amortization
              
              Net
                Intangible
                AssetsAcquired
                  technology and patents
              
              
              10
                  years
              
              $
              2,383
              
              $
              (693
              )
              $
              1,690Acquired
                  customers
              
              
              18
                  years
              
              
              42,853
              
              
              (6,028
              )
              
              36,825Non-compete
                  agreements
              
              
              5
                  years
              
              
              580
              
              
              (221
              )
              
              359Intangible
                  assets subject to amortization
              
              
              
              
              
              45,816
              
              
              (6,942
              )
              
              38,874Proprietary
                  processes
              
              
              Indefinite
              
              
              
              
              
              
              
              
              3,720Trademarks
              
              
              Indefinite
              
              
              
              
              
              
              
              
              4,206Indefinite-lived
                  intangible assets, other than goodwill
              
              
              
              
              
              
              
              
              
              
              
              7,926Total
              
              
              
              
              
              
              
              
              
              
              $
              46,800


8


As
      of December 29, 2007, the balances of intangible assets, other than goodwill,
      were as follows:


Weighted-average
                Amortization
                Period
              
              Gross
                Intangible
                Assets
              
              Accumulated
                Amortization
              
              Net
                Intangible
                AssetsAcquired
                  technology and patents
              
              
              10
                  years
              
              $
              2,442
              
              $
              (507
              )
              $
              1,934Acquired
                  customers
              
              
              18
                  years
              
              
              38,070
              
              
              (4,168
              )
              
              33,902Non-compete
                  agreements
              
              
              5
                  years
              
              
              593
              
              
              (131
              )
              
              462Intangible
                  assets subject to amortization
              
              
              
              
              
              41,105
              
              
              (4,806
              )
              
              36,298Proprietary
                  processes
              
              
              Indefinite
              
              
              
              
              
              
              
              
              3,913Trademarks
              
              
              Indefinite
              
              
              
              
              
              
              
              
              4,356Indefinite-lived
                  intangible assets, other than goodwill
              
              
              
              
              
              
              
              
              
              
              
              8,269Total
              
              
              
              
              
              
              
              
              
              
              $
              44,567


**5.
      Debt Arrangements**





Long-term
      debt consists of the following:


**October
                  4,**
              
              **December
                  29,****2008**
              
              **2007**Bank
                  term loan payable in quarterly installments, plus interest at
                  avariable
                  rate (6.25% at October 4, 2008), through December 2009
              
              $
              12,688
              
              $
              21,000Bank
                  term loan payable in quarterly installments, plus interest at
                  avariable
                  rate (6.25% at October 4, 2008), through June 2011
              
              
              39,100
              
              
              39,400Bank
                  term loan payable in quarterly installments, plus interest at
                  avariable
                  rate (6.25% at October 4, 2008), through June 2011
              
              
              57,750
              
              
              -Revolving
                  line of credit, due June 2011
              
              
              33,000
              
              
              19,000142,538
              
              
              79,400Less
                  current portion
              
              
              (15,713
              )
              
              (10,900
              )$
              126,825
              
              $
              68,500


As
      of
      October 4, 2008, the Corporation’s revolving credit facility had a total
      capacity of up to $40,000 and the Corporation pays a 0.375% annual commitment
      fee for the average unused portion of the revolving line of credit facility.
      There were $33,000 of borrowings under this line of credit at October 4, 2008.




The
      bank term loans and revolving line of credit (“Senior Credit Agreement”) contain
      various financial covenants, including covenants requiring a maximum total
      debt
      to EBITDA ratio, minimum EBITDA to interest ratio and a minimum EBITDA to fixed
      charges ratio. The Senior Credit Agreement also contains covenants restricting
      certain corporate actions, including asset dispositions, acquisitions, paying
      dividends and certain other restricted payments, changes of control, incurring
      indebtedness, incurring liens, making loans and investments, and transactions
      with affiliates. The senior credit facility is secured by substantially all
      of
      the Corporation’s assets. The Corporation’s Senior Credit Agreement also
      contains customary events of default.





On
      December 14, 2007, the Corporation, certain of the Corporation's
      subsidiaries, and Wachovia Bank, National Association, as Administrative Agent,
      entered into a Waiver, Amendment and Term A-2 Loan Incremental Term Loan
      Amendment to Amended and Restated Credit Agreement ("Waiver"). Pursuant to the terms of the Waiver, the Administrative Agent permanently waived
      specified events of default existing under the Senior Credit Agreement. In
      addition, the Administrative Agent, on behalf of itself and certain other
      lenders, (i) consented to the New Bedford acquisition, (ii) committed
      to extend additional senior secured credit in the aggregate amount of $60,000
      (the "Incremental Term Loan"), and (iii) modified the terms of the Senior
      Credit Agreement accordingly. Proceeds of the Incremental Term Loan were used
      to
      fund the New Bedford acquisition; to pay, in part, the Corporation's existing
      revolving credit facility; and to pay fees and expenses in connection with
      the
      Waiver.




On
      January 25, 2008, the New Bedford acquisition was completed and the
      Incremental Term Loan was funded. The Incremental Term Loan will mature
      June 13, 2011. Quarterly installments of principal are to be paid so as to
      reduce the principal balance by approximately five percent (5%) in 2008, ten
      percent (10%) in 2009, fifteen percent (15%) in 2010 and seventy percent (70%)
      in 2011. The Corporation retained the right to have borrowed funds bear interest
      at the London Interbank Offered Rate (LIBOR) plus an applicable margin or at
      a
      "Base Rate" plus an applicable margin. The applicable margins increased by
      0.50%
      and the Corporation was limited in its ability to borrow under the revolving
      credit facility under the Waiver until the Corporation became current in filing
      its reports under Section 13 and 15(d) of the Securities Exchange Act.
      Other terms of the Senior Credit Agreement remained substantially unchanged
      by
      the Waiver.


9





On
      March 27, 2008, the Corporation, certain of its subsidiaries and Wachovia
      Bank, National Association, as Administrative Agent, entered into a Second
      Amendment and Waiver to the Amended and Restated Credit Agreement ("Second
      Amendment") for purposes of waiving events of default under the Senior Credit
      Agreement relating to the Sheffield accounting irregularities and the
      Corporation's required financial statement filing deadlines. The Second
      Amendment waived an event of default and amended the terms of the Senior Credit
      Agreement to accommodate the financial impact of the Sheffield irregularities
      and extended the deadline for the Corporation to file its financial statements
      as required under Sections 13 and 15(d) of the Exchange Act to
      April 14, 2008.





On
      April 14, 2008, the Corporation notified its Administrative Agent that the
      filing of its Annual Report on Form 10-K would be extended beyond the
      April 14, 2008 target date; certain other financial statements as required
      by the Senior Credit Agreement would be provided beyond the time established
      by
      the Senior Credit Agreement; and the Corporation would be unable to comply
      with
      a financial covenant of the Senior Credit Agreement. The Administrative Agent,
      for the Corporation's lenders, informed the Corporation that an event of default
      occurred due to these circumstances. Under the circumstances, the Administrative
      Agent had the right to accelerate the financial obligations of the Corporation
      under the Senior Credit Agreement, but did not.





On
      April 22, 2008, the Corporation, certain of its subsidiaries and
      Wachovia Bank, National Association, as Administrative Agent, entered into
      a
      Third Amendment and Waiver to Amended and Restated Credit Agreement (“Third
      Amendment”) for the purposes of waiving the described defaults. Accordingly, the
      Corporation obtained from the lenders (i) a waiver of its Events of Default,
      (ii) an extension of the deadline by which the Corporation was required to
      file
      its 2007 Form 10-K, and (iii) an extension of the deadline by which the
      Corporation is required to file its 2008 first quarter filing on Form 10-Q.
      In
      addition, the Corporation obtained changes to the Credit Agreement which
      included temporary adjustments to its financial statement
      covenants.





On
      June 24, 2008, the Corporation filed its 2008 first quarter filing on Form
      10-Q
      and met all of the requirements under the Third Amendment. As such, the interest
      margin decreased 0.50% and the restrictions on borrowings were
      lifted.





Maturities
      of long-term debt for the five years succeeding October 4, 2008 are as
      follows:


2008--remaining
                  fiscal year
              
              $
              3,0382009
              
              
              16,9002010
              
              
              20,4002011
              
              
              102,2002012
              
              
              -$
              142,538


**6.
      New Accounting Pronouncements**





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 141(R),*Business
      Combinations*.
      This statement amends SFAS 141, and provides revised guidance for
      recognizing and measuring identifiable assets and goodwill acquired, liabilities
      assumed, and any non-controlling interest in the acquiree. It also provides
      disclosure requirements to enable users of the financial statements to evaluate
      the nature and financial effects of the business combination. The provisions
      of
      SFAS 141(R) are effective for our business combinations occurring on or
      after January 1, 2009. There are no impacts to the Corporation’s current
      financial statements. The potential impacts of the adoption of SFAS 141(R)
      will be evaluated in the instance of future acquisitions.





**7.
      Segment Reporting**





The
      Corporation primarily designs, develops and manufactures implants and related
      surgical instruments and cases for orthopedic device companies and companies
      in
      other medical device markets such as dental, osteobiologic and endoscopy. The
      Corporation also sells products to the aerospace industry. The Corporation
      manages its business in multiple operating segments. Because of the similar
      economic characteristics of these operations, including the nature of the
      products, comparable level of FDA regulations, same or similar customers, those
      operations have been aggregated following the provisions of SFAS 131 for
      segment reporting purposes. The results of one segment which sells exclusively
      to aerospace customers has not been disclosed separately as it does not meet
      the
      quantitative disclosure requirements.





The
      Corporation is a multi-national Corporation with operations in the United
      States, United Kingdom, France, Ireland and Malaysia. As a result, the
      Corporation's financial results can be impacted by currency exchange rates
      in
      the foreign markets in which the Corporation sells its products. Revenues are
      attributed to geographic locations based on the location to which we ship our
      products.


10





*Revenue
      from External Customers:*


**Three
                  Months Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29,****2008**
              
              **2007**
              
              **2008**
              
              **2007**United
                  States
              
              $
              81,208
              
              $
              46,422
              
              $
              226,388
              
              $
              125,652United
                  Kingdom
              
              
              14,330
              
              
              14,921
              
              
              45,633
              
              
              39,150Ireland
              
              
              7,597
              
              
              7,962
              
              
              24,569
              
              
              21,155Other
                  foreign countries
              
              
              8,960
              
              
              6,518
              
              
              27,154
              
              
              24,302Total
                  net revenues
              
              $
              112,095
              
              $
              75,823
              
              $
              323,744
              
              $
              210,259


*Concentration
      of Credit Risk:*





A
      substantial portion of the Corporation’s revenue is derived from a limited
      number of customers. The Corporation’s revenue includes revenue from customers
      of the Corporation which individually account for 10% or more of revenue as
      follows:





Three
      months ended October 4, 2008— Two customers represented approximately 31.7% and
      12.6% of revenue, respectively.





Nine
      months ended October 4, 2008— Two customers represented approximately 32.1% and
      11.3% of revenue, respectively.





Three
      months ended September 29, 2007— Two customers represented approximately19.3%
      and 12.0% of revenue, respectively.




Nine
      months ended September 29, 2007— Two customers represented approximately 18.7%
      and 11.9% of revenue, respectively.





Following
      is a summary of the composition by product category of the Corporation’s revenue
      to external customers. Revenue of the specialty services business is included
      in
      the “other” category.


**Three
                  Months Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Implants
              
              $
              31,558
              
              $
              23,848
              
              $
              92,992
              
              $
              73,641Instruments
              
              
              48,687
              
              
              19,919
              
              
              133,075
              
              
              50,612Cases
              
              
              22,971
              
              
              21,595
              
              
              67,916
              
              
              57,971Other
              
              
              8,879
              
              
              10,461
              
              
              29,761
              
              
              28,035Total
                  net revenues
              
              $
              112,095
              
              $
              75,823
              
              $
              323,744
              
              $
              210,259


11


**8.
      Net Income Per Share**





The
      following table sets forth the computation of earnings per share.


**Three
                  Months Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Net
                  income
              
              $
              2,533
              
              $
              (1,087
              )
              $
              12,702
              
              $
              5,223Weighted-average
                  common sharesoutstanding
                  basic
              
              
              35,174
              
              
              35,130
              
              
              35,161
              
              
              35,074Effect
                  of stock options, restricted stockand
                  stock warrants
              
              
              228
              
              
              -
              
              
              193
              
              
              181Weighted-average
                  common sharesoutstanding
                  and assumed conversions
              
              
              35,402
              
              
              35,130
              
              
              35,354
              
              
              35,255Net
                  income (loss) per share:Basic
              
              $
              0.07
              
              $
              (0.03
              )
              $
              0.36
              
              $
              0.15Diluted
              
              $
              0.07
              
              $
              (0.03
              )
              $
              0.36
              
              $
              0.15





During
      the nine month period ended October 4, 2008 the Corporation issued 39 shares
      of
      common stock through the exercise of stock options.





**9.
      Commitments and Contingencies**





*Environmental
      and Legal*





The
      Corporation is involved, from time to time, in various contractual, product
      liability, patent (or intellectual property) and other claims and disputes
      incidental to its business. Currently, there is no environmental or other
      litigation pending or, to the knowledge of the Corporation, threatened, that
      the
      Corporation expects to have a material adverse effect on its financial
      condition, results of operations or liquidity. While litigation is subject
      to
      uncertainties and the outcome of litigated matters is not predictable with
      assurance, the Corporation currently believes that the disposition of all
      pending or, to the knowledge of the Corporation threatened, claims and disputes,
      individually or in the aggregate, should not have a material adverse effect
      on
      the Corporation’s consolidated financial condition, results of operations or
      liquidity.





Following
      the discovery of certain accounting irregularities at our Sheffield, UK
      operating unit (as further described in this Form 10-Q at Part II, Item 1),
      the
      Audit Committee self-reported the matter to the staff of the Securities and
      Exchange Commission (SEC). Thereafter, the SEC commenced an informal inquiry
      into this matter. The Corporation intends to fully cooperate with the SEC in
      its
      investigation. At this time, the Corporation is unable to predict the timing
      of
      the ultimate resolution of this investigation or the impact
      thereof.








**10.
      Comprehensive Income**





Comprehensive
      income is comprised of net income and gains and losses resulting from currency
      translations of foreign entities. Comprehensive income consists of the
      following:


**Three
                  Months Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Net
                  Income (loss)
              
              $
              2,533
              
              $
              (1,087
              )
              $
              12,702
              
              $
              5,223Foreign
                  currency translation adjustments
              
              
              (5,644
              )
              
              1,768
              
              
              (3,164
              )
              
              2,705Comprehensive
                  income
              
              $
              (3,111
              )
              $
              681
              
              $
              9,538
              
              $
              7,928


**11.
      Acquisitions**





Results
      of the following acquisitions are included in the Statement of Operations from
      the date of acquisition.





12


On
      January 9, 2007, the Corporation acquired all of the stock of Whedon Limited,
      a
      privately owned Corporation based in Warwickshire, UK and the holding
      Corporation of Clamonta Limited (collectively “Clamonta Ltd”), for $10,407 in
      cash.  Clamonta Ltd manufactures aerospace products for the global
      aerospace industry.





As
      of October 4, 2008, the aggregate purchase price was allocated to the opening
      balance sheet as follows:


Current
                  assets
              
              $
              3,445Property,
                  plant & equipment
              
              
              3,695Acquired
                  customers (amortized over 15 years)
              
              
              3,070Non-compete
                  agreements (amortized over 5 years)
              
              
              120Trademarks
                  (indefinite-lived)
              
              
              1,330Goodwill
              
              
              3,025Current
                  liabilities
              
              
              (1,765
              )Deferred
                  taxes
              
              
              (1,963
              )Capital
                  leases
              
              
              (550
              )Purchase
                  price, net
              
              $
              10,407


On
      April 3, 2007, the Corporation acquired all of the stock of TNCO, Inc. (“TNCO”),
      a privately owned Corporation based in Whitman, Massachusetts for $7,583 in
      cash.  TNCO designs and supplies precision instruments for arthroscopic,
      laparoscopic, sinus, and other minimally invasive procedures.





As
      of October 4, 2008, the aggregate purchase price was allocated to the opening
      balance sheet as follows:


Current
                  assets
              
              $
              2,570Property,
                  plant & equipment
              
              
              1,740Acquired
                  technology (amortized over average weighted 8 years)
              
              
              510Acquired
                  customers (amortized over 15 years)
              
              
              1,170Non-compete
                  agreements (amortized over 5 years)
              
              
              80Trademarks
                  (indefinite-lived)
              
              
              190Goodwill
              
              
              1,792Current
                  liabilities
              
              
              (469
              )Purchase
                  price, net
              
              $
              7,583


On
      August 31, 2007, the Corporation acquired all of the stock of Specialty Surgical
      Instrumentation, Inc. (“SSI”) and UCA, LLC (“UCA”), privately owned companies
      based in Nashville, Tennessee. SSI distributes surgical instruments directly
      to
      hospitals while UCA distributes sterilization containers directly to hospitals.
      SSI and UCA were acquired for approximately $15,092 in cash. The aggregate
      purchase price is preliminary, subject to adjustment and is expected to be
      finalized in 2008.





As
      of October 4, 2008, the aggregate purchase price was allocated to the opening
      balance sheet as follows:


Current
                  assets
              
              $
              5,564Property,
                  plant & equipment
              
              
              1,687Acquired
                  technology (amortized over average weighted 13 years)
              
              
              350Acquired
                  customers (amortized over 15 years)
              
              
              6,630Non-compete
                  agreements (amortized over 5 years)
              
              
              100Trademarks
                  (indefinite-lived)
              
              
              1,500Goodwill
              
              
              6,528Current
                  liabilities
              
              
              (4,587
              )Deferred
                  income taxes
              
              
              (2,680
              )Purchase
                  price, net
              
              $
              15,092


On
      January 25, 2008, the Corporation acquired substantially all the assets and
      real
      property of DePuy Orthopaedics, Inc.’s (“DePuy”) New Bedford, Massachusetts
      instrument manufacturing facility (“New Bedford”). This facility manufactures
      orthopedic instruments as well as general surgical instruments and small
      implants. The aggregate purchase price is preliminary, subject to adjustment
      and
      is expected to be finalized in 2008.





13


As
      of October 4, 2008, the aggregate purchase price of $45,165 was allocated to
      the
      opening balance sheet as follows:


Current
                  assets
              
              $
              7,994PP&E
              
              
              22,101Acquired
                  customers (amortized over 15 years)
              
              
              5,130Goodwill
              
              
              9,940Purchase
                  price, net
              
              $
              45,165




***Unaudited
      Proforma Results*** The following table represents the proforma results of the Corporation’s
      operations had the acquisitions of Clamonta Ltd, TNCO, SSI, UCA and New Bedford
      been completed as of the beginning of the periods presented:


**Three
                  Months Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Revenue
              
              $
              112,095
              
              $
              87,675
              
              $
              326,421
              
              $
              250,734Net
                  income
              
              
              2,533
              
              
              (2,011
              )
              
              12,768
              
              
              3,157Earnings
                  per share—basic
              
              $
              0.07
              
              $
              (0.06
              )
              $
              0.36
              
              $
              0.09Earnings
                  per share—diluted
              
              $
              0.07
              
              $
              (0.06
              )
              $
              0.36
              
              $
              0.09





**12.
      Fair Value of Financial Instruments**





In
      September 2006, the FASB issued statement No. 157, *Fair
      Value Measurements* (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring
      fair value in accordance with accounting principles generally accepted in the
      United States, and expands disclosures about fair value measurements. The
      Corporation has adopted the provisions of SFAS 157 as of January 1, 2008 for
      financial instruments. Although the adoption of SFAS 157 did not materially
      impact its financial condition, results of operations, or cash flow, the
      Corporation is now required to provide additional disclosures as part of its
      financial statements. In February 2008, the FASB agreed to defer for one year
      the effective date of SFAS 157 for certain nonfinancial assets and liabilities,
      except for those that are recognized or disclosed at fair value in the financial
      statements on a recurring basis.




SFAS
      157 establishes a three-tier fair value hierarchy, which prioritizes the inputs
      used in measuring fair value. These tiers include: Level 1, defined as
      observable inputs such as quoted prices in active markets; Level 2, defined
      as
      inputs other than quoted prices in active markets that are either directly
      or
      indirectly observable, and Level 3, defined as unobservable inputs in which
      little or no market data exists, therefore requiring an entity to develop its
      own assumptions.





As
      of October 4, 2008 the Corporation held certain assets that are required to
      be
      measured at fair value on a recurring basis. These included the Corporation’s
      derivative instruments in the form of interest rate swaps and foreign currency
      forward contracts.





The
      Corporation’s derivative instruments consist of contracts that are not traded on
      a public exchange. The fair values of interest rate swap contracts and foreign
      currency forward contracts are determined based on inputs that are readily
      available in public markets or can be derived from information available in
      publicly quoted markets. Therefore, the Corporation has categorized these swap
      contracts as Level 2.





The
      Corporation’s assets measured at fair value on a recurring basis subject to the
      disclosure requirements of SFAS 157 at October 4, 2008 were as follows:


**Fair
                  Value Measurements****Level
                  1**
              
              **Level
                  2**
              
              **Level
                  3**
              
              **Total****Liabilities**Foreign
                  currency forwards
              
              $
              -
              
              $
              1,178
              
              $
              -
              
              $
              1,178Interest
                  rate swaps
              
              
              -
              
              
              (2,286
              )
              
              -
              
              
              (2,286
              )$
              -
              
              $
              (1,108
              )
              $
              -
              
              $
              (1,108
              )


14


**13.
      Taxes**





The
      provision for income taxes differs from that computed at the Federal statutory
      rate of 35% in 2008 and 34% in 2007 as follows:


**Quarter
                  Ended**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29,**
              
              **October
                  4,**
              
              **September
                  29****2008**
              
              **2007**
              
              **2008**
              
              **2007**Tax
                  at Federal statutory rate
              
              $
              1,993
              
              $
              (92
              )
              $
              7,944
              
              $
              2,707State
                  income taxes
              
              
              403
              
              
              101
              
              
              1,018
              
              
              398State
                  tax credits
              
              
              (42
              )
              
              (366
              )
              
              (103
              )
              
              (551
              )Foreign
                  income taxes
              
              
              265
              
              
              715
              
              
              (41
              )
              
              920Qualified
                  production activities deduction
              
              
              (167
              )
              
              (70
              )
              
              (426
              )
              
              (360
              )Research
                  and development credits
              
              
              (362
              )
              
              (292
              )
              
              (414
              )
              
              (1,336
              )Valuation
                  allowance
              
              
              1,064
              
              
              724
              
              
              1,146
              
              
              724Reserve
                  for uncertain tax positions
              
              
              16
              
              
              46
              
              
              690
              
              
              46Other
              
              
              (8
              )
              
              48
              
              
              181
              
              
              190$
              3,162
              
              $
              814
              
              $
              9,995
              
              $
              2,738


At
      October 4, 2008, due to uncertainty of the realization of the full benefit
      of
      the foreign net operating loss carry forwards, the Corporation has established
      a
      valuation allowance of $2,776.





On
      January 1, 2007, the Corporation adopted the Financial Accounting Standards
      Board (FASB) Interpretation No. 48 (FIN48), *Accounting
      for Uncertainty in Income Taxes* an
      interpretation of FASB Statement No. 109. The standard had no impact on the
      financial position or results of operations of the Company at the date of
      adoption.





The
      Corporation’s policy with respect to interest and penalties associated with
      reserves for uncertain tax positions is to classify such interest and penalties
      in income tax expense in the Statements of Operations. As of October 4, 2008,
      the total amount of unrecognized income tax benefits computed under FIN 48
      was approximately $2,102, all of which, if recognized, would impact the
      effective income tax rate of the Corporation. As of October 4, 2008, the
      Corporation had recorded a total of $187 of accrued interest and penalties
      related to uncertain tax positions. The Corporation foresees possible changes
      in
      its reserves for uncertain income tax positions as reasonably possible during
      the next 12 months that could result in an increase or decrease in the
      reserves of $1,400. As of October 4, 2008, the Corporation is subject to
      unexpired statutes of limitation for U.S. federal income taxes for the years
      2003-2007. The Corporation is also subject to unexpired statutes of limitation
      for various states including most significantly Indiana, Michigan, and New
      Hampshire generally for the years 2003-2007.





A
      reconciliation of the beginning and ending amount of unrecognized tax benefits
      is as follows:


Balance
                at December 29, 2007
            
            $
            1,610Additions
                based on tax positions--current year
            
            
            -Additions
                for tax positions--prior years
            
            
            492Balance
                at October 4, 2008
            
            $
            2,102


15


**ITEM 2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
      CONDITION**




**Business
      Overview**





We
      are a leading independent provider of implants and related instruments and
      cases
      to orthopedic device manufacturers and other medical markets. We also design,
      develop and produce these products for companies in other segments of the
      medical device market, including dental, osteobiologic and endoscopy sectors,
      and provide limited specialized products to non-healthcare markets, such as
      the
      aerospace industry.





We
      offer our customers Total Solutions® for complete implant systems—implants,
      instruments and cases. While our revenue to date has been derived primarily
      from
      the sale of implants, instruments and cases separately, or instruments and
      cases
      together, our ability to provide Total Solutions® for complete implant systems
      has already proven to be attractive to our customers, and we expect this
      capability will provide us with growth opportunities. In addition, we expect
      that our Total Solutions® capability will increase the relative percentage of
      value added products that we supply to our customers.





Our
      Annual Report on Form 10-K for the fiscal year ended December 29,
      2007, provides additional information about our business, operations and
      financial condition, which should be read in conjunction with this quarterly
      report on Form 10-Q.





During
      the third quarter 2008, our revenue increased 47.8% compared to the third
      quarter 2007 as revenue from our top five orthopedic customers increased 78.0%
      and represented 65.1% of total revenues. This growth was driven by a ramp
      up in our core business and continued momentum from the integration of our
      acquisitions. Quarterly revenue from all other customers increased 12.4%
      compared to the same period last year.  Our long-term strategy is to
      diversify our customer base and expand into other medical device markets outside
      of our core hip and knee business; however, at this time we believe we are
      seeing a continued recovery of demand in the core hip and knee business which
      drove our overall growth, excluding the impact of acquisitions, by 23.2% in
      the
      third quarter of 2008.





In
      January 2007, we acquired Clamonta Ltd located in Warwickshire, UK for
      approximately $10.4 million in cash. Clamonta Ltd. was a privately held
      corporation that has a 50-year history of supplying precision machined products
      to the global aerospace industry. Clamonta Ltd’s products will help bridge
      Symmetry’s Total Solutions® business model into the aerospace industry. This
      acquisition expanded our added value operation within our existing product
      expertise and supports a major customer by providing a more complete Total
      Solution®. Clamonta is well known in the industry for producing quality
      engineered products for aircraft engines. Clamonta Ltd’s pre-acquisition
      management team continues to lead this business unit. This acquisition helps
      to
      diversify us and allows us to capitalize on a long term growth cycle in the
      aerospace industry.





In
      April 2007, we acquired TNCO, Inc. (“TNCO”) located in Whitman, Massachusetts
      for approximately $7.6 million in cash. TNCO was a privately held Corporation
      with a 40-year history of designing and supplying precision instruments for
      arthroscopic, laparoscopic, sinus and other minimally invasive procedures.
      TNCO's strong intellectual product portfolio and customer relationships extend
      our product offering into these other medical fields. TNCO is well known in
      the
      industry for designing and producing quality engineered products for minimally
      invasive procedures. Its operating philosophy closely mirrors our own with
      its
      highly skilled engineering team that partners with its clients during the
      product development cycle and moves efficiently from concept and prototype
      to
      production. TNCO sales are expected to benefit significantly as a result of
      marketing its products through our global sales and distribution network. TNCO’s
      pre-acquisition management team continues to lead this business unit. This
      acquisition is consistent with our strategy to enhance our product offering
      into
      medical markets beyond our existing products and allows us to offer our Total
      Solutions (R) model to an expanded customer base.





In
      August 2007, we acquired Specialty Surgical Instrumentation, Inc. (“SSI”) and
      UCA, LLC (“UCA”) located in Nashville, Tennessee for approximately $15.1 million
      in cash and at the same time entered into a two year earn-out agreement with
      the
      two principals of SSI and UCA who will receive additional consideration if
      SSI
      and UCA meet certain earnings levels in 2008 and 2009. SSI was a privately
      held
      Corporation with a 30-year history of offering targeted sales, marketing and
      distribution programs to serve the key surgical specialties of neurological,
      spine, cardiovascular, ENT, laparoscopy, ophthalmology and orthopedics. SSI’s
      portfolio includes its own line of Ultra Instruments and include the UCA -
      Ultra
      Container sterilization system, a hospital proven, closed container system
      that
      is designed to store and transport sterilized instruments. The Ultra
      Instruments, UCA containers and multiple other product lines are offered through
      SSI’s distribution channels and sell directly into hospitals with their 25
      strong sales staff. The SSI and UCA pre-acquisition management team continues
      to
      lead this business unit. This acquisition is consistent with our strategy to
      enhance Symmetry Medical’s product offering into medical markets beyond our
      existing products and provides direct access to hospitals and doctors to
      accelerate our own product designs.





In
      January 2008, we acquired DePuy Orthopaedics, Inc.’s (“DePuy”) New Bedford,
      Massachusetts instrument manufacturing facility (“New Bedford”). We purchased
      substantially all of the assets and real estate of New Bedford for approximately
      $45.2 million in cash. New Bedford produces orthopedic instruments, general
      medical instruments and some small spine related implants. Historically, 100%
      of
      the products produced at the facility were for DePuy. In the third quarter,
      we
      began to utilize this facility to serve our other medical customers, as we
      have
      a strategy to diversify and expand both product and customer portfolio at this
      facility. In connection with the acquisition, we entered into a supply agreement
      which requires DePuy to make minimum purchases from New Bedford for a four
      year
      period. The agreement stipulates that these purchases are incremental to other
      products we presently or previously produced on DePuy’s behalf. The commitment
      from DePuy totals $106.0 million over the four year period, with specific
      amounts in each year. Certain key members of New Bedford’s pre-acquisition
      management team continue to lead this business unit. We believe this acquisition
      strengthens our position as a leading provider to the orthopedic industry and
      provides additional manufacturing capacity to better serve our broad customer
      base, builds on our relationship with DePuy, expands our east coast presence
      and
      allows us to move forward with an existing skilled workforce to service our
      growing market.


16





Our
      acquisitions have afforded us the opportunity to offer a comprehensive line
      of
      implants, surgical instruments and cases for orthopedic device manufacturers
      on
      a global basis, instruments and cases into other medical markets and specialized
      parts into the aerospace industry.





Our
      focus remains on being well positioned for a resurgence of growth in our core
      orthopedic business, while capitalizing on our market leadership to extend
      our
      Total Solutions® approach into other markets.  We have seen increased
      customer activity during 2008. In particular, we continue to expand our
      engineering resources that produce and provide closer and critical customer
      relationships on the development of new products.  This local presence in
      the global marketplace allows us to be closer to our customer base, provide
      quicker response times and increase our value added services.





**Third
      Quarter Results of Operations**





*Revenue.* Revenue for the three month period ended October 4, 2008 increased $36.3
      million, or 47.8%, to $112.1 million from $75.8 million for the comparable
      2007
      period.  Revenue for each of our principal product categories in these
      periods was as follows:


**Product
                  Category**
              
              **Three
                  Months Ended****October
                  4,**
              
              **September
                  29****2008**
              
              **2007****(in
                  millions)**Implants
              
              $
              31.5
              
              $
              23.8Instruments
              
              
              48.7
              
              
              19.9Cases
              
              
              23.0
              
              
              21.6Other
              
              
              8.9
              
              
              10.5Total
              
              $
              112.1
              
              $
              75.8





The
      $36.3 million increase in revenue resulted from organic growth of 23.2% and
      the
      impact of recent acquisitions. Instrument revenue increased $28.8 million.
      This
      increase was driven by an increase in organic customer demand of $12.2 million
      due to the completion of several projects for our largest customers as organic
      revenue to our top five customers increased 43.9% on an overall basis. In
      addition, 2008 instrument revenue was increased by our recent acquisitions
      as
      the New Bedford acquisition added $11.9 million and the SSI and UCA acquisition
      added $4.7 of revenue. Implant revenue increased $7.7 million driven by organic
      growth and includes $2.0 million from the New Bedford acquisition. Case revenue
      increased $1.4 million due to organic growth. Other product revenue decreased
      $1.6 million primarily driven by unfavorable foreign exchange impacts and lower
      customer demand.





*Gross
      Profit.* Gross
      profit for the three month period ended October 4, 2008 increased $14.3 million,
      or 126.8%, to $25.7 million from $11.3 million for the comparable 2007
      period.  The increase in gross profit was driven by the 47.8% increase in
      revenue coupled with higher gross profit as a percentage of revenue which
      increased to 22.9% for the three month period ended October 4, 2008 compared
      to
      14.9% for the comparable 2007 period.  The increase in gross margin as a
      percentage of revenue was primarily driven by an increased number of large
      volume projects from our top customers, which resulted in decreased overhead
      costs as a percentage of revenue as well as more favorable product mix.  We
      view our global infrastructure as a competitive strength, and made a deliberate
      decision to keep our infrastructure in place, enabling us to respond quickly
      to
      our customers’ needs and produce high volume orders on short notice.
      Additionally, gross profit as a percentage of sales was positively impacted
      by a
      reduction in the loss at our Sheffield, UK operation from $7.3 million in 2007
      to $1.3 million in the 2008 period which was driven by operational improvements,
      pricing and product mix. This positive impact was partially offset by increased
      costs in the quarter related to a reduction in headcount at the Sheffield
      operation and the closure of our Switzerland facility.





*Selling,
      General and Administrative Expenses.*  For
      the
      three month period ended October 4, 2008, selling, general and administrative
      expenses  (“SG&A”)
      were $15.2 million compared with the three month period ended September 29,
      2007
      of $9.0 million. The increase was primarily driven by the addition of $2.3
      million of expenses related to our recent acquisitions; a $0.7 million increase
      in non-cash stock based compensation and $0.9 million in remaining professional
      fees and expenses incurred from the review of accounting irregularities at
      our
      Sheffield, UK operating unit. SG&A expenses were also higher due to ongoing
      initiatives to improve management oversight and operational performance at
      our
      Sheffield operating unit. Going forward, we expect a reduction in costs related
      to the Sheffield investigation.




17





*Other
      Expense.* Interest expense for the three month period ended October 4, 2008 increased
      $0.9
      million, or 48.4%, to $2.7 million from $1.8 million for the comparable 2007
      period. This increase reflects the cost of the additional $60.0 million senior
      term debt related to the acquisition of New Bedford, SSI and UCA.





The
      derivatives valuation (gains) losses consist of interest rate swap valuations
      used to mitigate the effect of changing interest rates on net income and foreign
      currency forward contracts used to mitigate the effect of changes in the foreign
      exchange rates on net income. For our interest rate hedge, we recorded a $0.4
      million loss for the third quarter 2008 versus a $1.0 million loss for the
      comparable 2007 period. These amounts are due to market fluctuations in these
      contracts, which are not designated as hedges under SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities.* For
      our foreign currency forward contracts, we recorded a $1.3 million gain in
      the
      third quarter of 2008 versus a $0.4 million loss during the comparable 2007
      period. These amounts were a result of fluctuation in the British Pound versus
      the US Dollar.





Other
      expense of $3.1 million increased $3.7 million over the same period in 2007
      due
      primarily to unfavorable impacts of fluctuations in the US Dollar against the
      British Pound on the net liabilities denominated in US Dollars held by our
      foreign subsidiaries. The US Dollar strengthened against the British Pound
      to
      1.77 at the end of the third quarter 2008 from 1.99 at the end of the second
      quarter 2008.





*Provision
      for Income Taxes.* Our
      effective tax rate was 55.5% for the three month period ended October 4,
      2008.  The effective tax rate was significantly impacted by the increase in
      valuation allowance on the net operating loss carry-forward at our Sheffield,
      UK
      subsidiary of $1.1 million. The increase in the effective rate was also due
      to
      an increase in tax bracket from 34% to 35% in the United States and a higher
      mix
      of income in jurisdictions with higher statutory rates.  Provision for
      income taxes increased by $2.3 million, or 288.5%, to $3.2 million for the
      three
      month period ended October 4, 2008 from $0.8 million for the comparable 2007
      period due to higher levels of pre-tax income and the changes in the effective
      tax rate explained above.





**Nine
      Months Results of Operations**





*Revenue.* Revenue for the nine month period ended October 4, 2008 increased $113.5
      million, or 54.0%, to $323.7 million from $210.3 million for the comparable
      2007
      period.  Revenue for each of our principal product categories in these
      periods was as follows:


**Product
                  Category**
              
              **Nine
                  Months Ended****October
                  4,**
              
              **September
                  29****2008**
              
              **2007****(in
                  millions)**Implants
              
              $
              93.0
              
              $
              73.7Instruments
              
              
              133.1
              
              
              50.6Cases
              
              
              67.9
              
              
              58.0Other
              
              
              29.8
              
              
              28.0Total
              
              $
              323.7
              
              $
              210.3





The
      $113.5 million increase in revenue resulted from higher revenue across all
      product categories and was primarily driven by organic growth of 29.1% and
      the
      impact of recent acquisitions. Instrument revenue increased $82.5 million.
      This
      increase was driven by an increase in organic customer demand of $35.9 million
      due to the completion of several projects for our largest customers as organic
      revenue to our top five orthopedic customers increased 46.0% on an overall
      basis. In addition, 2008 instrument revenue was increased by our recent
      acquisitions. The New Bedford acquisition added $28.3 million, the SSI and
      UCA
      acquisition added $16.5 million and the TNCO acquisition added $1.8 million
      of
      revenue. Implant revenue increased $19.3 million and Case revenue increased
      $9.9
      million. Both product categories were driven by organic growth as our top
      customers returned to a more normalized pattern of ordering compared to 2007
      when they were using excess inventory. Additionally, New Bedford added $5.6
      million of implant sales as compared to 2007. Other product revenue increased
      $1.8 million driven by organic growth during the first half of
      2008.





*Gross
      Profit.* Gross
      profit for the nine month period ended October 4, 2008 increased $39.3 million,
      or 104.1%, to $77.0 million from $37.7 million for the comparable 2007
      period.  The increase in gross profit was driven by the 54.0% increase in
      revenue coupled with higher gross profit as a percentage of revenue which
      increased to 23.8% for the nine month period ended October 4, 2008 compared
      to
      17.9% for the comparable 2007 period.  The increase in gross margin as a
      percentage of revenue was primarily driven by an increased number of large
      volume projects from our top customers, which resulted in decreased overhead
      costs as a percentage of revenue as well as more favorable product mix.  We
      view our global infrastructure as a competitive strength, and made a deliberate
      decision to keep our infrastructure in place, enabling us to respond quickly
      to
      our customers’ needs and produce high volume orders on short notice.
      Additionally, gross profit as a percentage of sales was positively impacted
      by a
      reduction in the loss at our Sheffield, UK operation from $6.5 million in 2007
      to $3.8 million in 2008 which was driven by operational improvements, pricing,
      product mix and the flood which occurred in 2007. This positive impact was
      partially offset by increased costs in the 2008 period related to a reduction
      in
      headcount at the Sheffield operation and the closure of our Switzerland
      facility.


18





*Selling,
      General and Administrative Expenses.* SG&A expenses for the nine month period ended October 4, 2008 were $44.5
      million compared with the nine month period ended September 29, 2007 period
      of
      $24.7 million. The increase was primarily driven by the inclusion of $7.5
      million of ongoing expense from our recent acquisitions; a $0.7 million increase
      in non-cash restricted stock expense, $4.5 million in professional fees and
      expenses incurred from the review of accounting irregularities at our Sheffield,
      UK operating unit as well as an increase in selling expenses including an
      increase in sales force and higher commissions. Selling, general and
      administrative expenses were also higher due to ongoing initiatives to improve
      management oversight and operational performance at our Sheffield operating
      unit. Going forward, we expect a reduction in costs related to the Sheffield
      operating unit.




*Other
      Expense.* Interest expense for the nine month period ended October 4, 2008 increased
      $3.3
      million, or 66.0%, to $8.3 million from $5.0 million for the comparable 2007
      period. This increase reflects the cost of the additional $60.0 million senior
      term debt related to the acquisition of New Bedford, SSI and UCA.





The
      derivatives valuation (gains) losses consist of interest rate swap valuations
      used to mitigate the effect of changing interest rates on net income and foreign
      currency forward contracts used to mitigate the effect of changes in the foreign
      exchange rates on net income. For our interest rate hedge, we recorded a loss
      of
      $0.4 million for the nine month period ended October 4, 2008 versus a $0.5
      million loss for the comparable 2007 period. These amounts are due to market
      fluctuations in these contracts, which are not designated as hedges under SFAS
      133, *Accounting
      for Derivative Instruments and Hedging Activities.* For
      our foreign currency forward contracts, we recorded a gain of $1.4 million
      for
      the nine months of 2008 compared to a loss of $0.9 million during the 2007
      period. These amounts were a result of fluctuation in the British Pound versus
      the US Dollar.





Other
      expense increased to $2.6 million in 2008 as compared to other income of $1.3
      million in the 2007 period due to impacts of fluctuations in the US Dollar
      against the British Pound on the net liabilities denominated in US Dollars
      held
      by our foreign subsidiaries.





*Provision
      for Income Taxes.* Our effective tax rate was 44.0% for the nine month period ended October 4,
      2008
      as compared to 34.4% for the comparable 2007 period.  The increase in the
      effective rate was due to an increase in tax bracket from 34% to 35% in the
      United States, a higher mix of income in jurisdictions with higher statutory
      rates, increase in valuation allowance on the operating loss carry-forward
      at
      our Sheffield, UK subsidiary of $1.1 million, and an increase in reserves for
      uncertain tax positions from prior years.  Provision for income taxes
      increased by $7.3 million, or 265.0%, to $10.0 million for the nine month period
      ended October 4, 2008 from $2.7 million for the comparable 2007 period. This
      increase was primarily due to higher pre-tax income, the increase in the
      effective tax rate, a $1.1 million increase in valuation allowance, and a $0.7
      million increase in tax reserves related to uncertain tax positions.





**Liquidity
      and Capital Resources**





Our
      principal sources of liquidity in the nine month period ended October 4, 2008
      were borrowings under our senior revolving credit and term loan facility. 
Principal uses of cash in the nine month period ended October 4, 2008 included
      the acquisition of New Bedford, increased working capital related to our recent
      acquisitions, capital expenditures and debt service. We expect that our
      principal uses of cash in the future will be to finance working capital, to
      pay
      for capital expenditures, to service debt and to fund possible future
      acquisitions.





*Operating
      Activities* Operating activities generated cash of $4.9 million in the nine month period
      ended October 4, 2008 compared to $25.6 million for the nine month period ended
      September 29, 2007 a decrease of $20.7 million.  The decrease in cash from
      operations is primarily a result of cash provided for working capital increasing
      by $37.5 million as increases in accounts receivable and inventory significantly
      exceeded the increase in current liabilities. Accounts receivable and inventory
      increased as a result of our post-acquisition production activity at New Bedford
      and a significant increase in organic revenue growth, partially offset by net
      income adjusted for noncash items increasing by $16.8 million.





*Investing
      Activities*  Capital
      expenditures of $16.8 million were $9.6 million higher in the nine month period
      ended October 4, 2008 compared to the nine month period ended September 29,
      2007.  The acquisition of New Bedford used $45.2 million of cash in the
      nine month period ended October 4, 2008, while the acquisition of Clamonta
      Ltd,
      TNCO, SSI and UCA used $32.5 million of cash in the comparable 2007
      period.





*Financing
      Activities* Financing activities generated $63.5 million of cash due primarily to the
      incremental $60.0 million of borrowings under our senior credit loan facility
      to
      fund the New Bedford acquisition partially offset by payments on long-term
      debt
      and capital leases.


19





***Capital
      Expenditures***





Capital
      expenditures totaled $16.8 million for the nine months ended October 4, 2008,
      compared to $7.2 million for the nine month period ended September 29, 2007.
      Expenditures were primarily used to replace existing equipment. Expenditures
      also were used for some selective capacity expansion in our facilities in the
      United States and Malaysia and to create a high precision cell to serve the
      spine market.





***Debt
      and Credit Facilities***





As
      of October 4, 2008, we had an aggregate of $155.0 million of outstanding
      indebtedness, which consisted of $109.5 million of term loan borrowings
      outstanding under our senior credit facility, $33.0 million of borrowings
      outstanding under our revolving credit facility, $7.5 million of borrowings
      under our UK short-term credit facility and $5.0 million of capital lease
      obligations. We had one outstanding letter of credit as of October 4, 2008
      for
      $1.0 million.





Our
      Senior Credit Agreement contains various financial covenants, including
      covenants requiring a maximum total debt to EBITDA ratio, minimum EBITDA to
      interest ratio and a minimum EBITDA to fixed charges ratio. We were in
      compliance with these latest financial and restrictive covenants under the
      senior credit facility as of October 4, 2008.





We
      believe that cash flow from operating activities and borrowings under our Senior
      Credit Agreement will be sufficient to fund currently anticipated working
      capital, planned capital spending and debt service requirements for the
      foreseeable future, including at least the next 12 months. We also review
      technology, manufacturing and other strategic acquisition opportunities
      regularly, which may require additional debt or equity financing.





**Contractual
      Obligations and Commercial Commitments**


**Payments
                  due by period****Total**
              
              **Less
                  than 1 year**
              
              **1-3
                  years**
              
              **3-5
                  years**
              
              **More
                  than**
                **5
                  years****(in
                  millions)**Long-term
                  debt obligations (1)
              
              $
              142.5
              
              $
              3.0
              
              $
              37.3
              
              $
              102.2
              
              $
              -Capital
                  lease obligations
              
              
              8.4
              
              
              0.7
              
              
              2.7
              
              
              1.9
              
              
              3.1Operating
                  lease obligations
              
              
              4.7
              
              
              0.5
              
              
              2.7
              
              
              1.3
              
              
              0.2Purchase
                  obligations (2)
              
              
              2.7
              
              
              0.4
              
              
              2.3
              
              
              -
              
              
              -Total
              
              $
              158.3
              
              $
              4.6
              
              $
              45.0
              
              $
              105.4
              
              $
              3.3


*
      Less than 1 year is defined as the remainder of fiscal 2008. Following periods
      are whole fiscal years.





(1)
      Represents principal maturities only and, therefore, excludes the effects of
      interest and interest rate swaps.





(2)
      Represents purchase agreements to buy minimum quantities of titanium and cobalt
      chrome through December 2009.





**Off-Balance
      Sheet Arrangements**





Our
      off-balance sheet arrangements include our operating leases and letters of
      credit, which are available under the senior credit facility. We had one letter
      of credit outstanding as of October 4, 2008 in the amount of $1.0
      million.





**Environmental**





Our
      facilities and operations are subject to extensive federal, state, local and
      foreign environmental and occupational health and safety laws and regulations.
      These laws and regulations govern, among other things, air emissions; wastewater
      discharges; the generation, storage, handling, use and transportation of
      hazardous materials; the handling and disposal of hazardous wastes; the cleanup
      of contamination; and the health and safety of our employees. Under such laws
      and regulations, we are required to obtain permits from governmental authorities
      for some of our operations. If we violate or fail to comply with these laws,
      regulations or permits, we could be fined or otherwise sanctioned by regulators.
      We could also be held responsible for costs and damages arising from any
      contamination at our past or present facilities or at third-party waste disposal
      sites. We cannot completely eliminate the risk of contamination or injury
      resulting from hazardous materials, and we may incur material liability as
      a
      result of any contamination or injury.





We
      incurred approximately $0.2 million in capital expenditures for environmental,
      health and safety in the nine month period ended October 4, 2008 compared to
      $0.2 million for the comparable 2007 period.





20


In
      connection with our recent acquisitions, we completed Phase I assessments and
      did not find any significant issues that need to be remediated.  We cannot
      be certain that environmental issues will not be discovered or arise in the
      future related to these acquisitions.





In
      conjunction with the New Bedford acquisition in January 2008, we purchased
      $5.0
      million of environmental insurance coverage for this facility. This policy
      expires January 25, 2013. In 2000, we purchased pollution legal liability
      insurance that covers certain environmental liabilities that may arise at our
      Warsaw, Indiana facility, at a former facility located in Peru, Indiana, and
      at
      certain non-owned locations that we use for the disposal of waste. The insurance
      has a $5.0 million aggregate limit and is subject to a deductible and certain
      exclusions. The policy period expires in 2010. While the insurance may mitigate
      the risk of certain environmental liabilities, we cannot guarantee that a
      particular liability will be covered by this insurance.





Based
      on information currently available, we do not believe that we have any material
      environmental liabilities.





**Critical
      Accounting Policies and Estimates**





The
      preparation of our financial statements requires management to make estimates,
      judgments and assumptions that affect the reported amounts of assets,
      liabilities, revenues and expenses during the periods presented. Our Annual
      Report on Form 10-K for fiscal year ended December 29, 2007, includes
      a summary of the critical accounting policies we believe are the most important
      to aid in understanding our financial results. There have been no material
      changes to these critical accounting policies that impacted our reported amounts
      of assets, liabilities, revenues or expenses during the three months ended
      October 4, 2008.





**New
      Accounting Pronouncements**





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 141(R), *Business
      Combinations* .
      This statement amends SFAS 141, and provides revised guidance for
      recognizing and measuring identifiable assets and goodwill acquired, liabilities
      assumed, and any non-controlling interest in the acquiree. It also provides
      disclosure requirements to enable users of the financial statements to evaluate
      the nature and financial effects of the business combination. The provisions
      of
      SFAS 141(R) are effective for our business combinations occurring on or
      after January 1, 2009. We are currently evaluating the potential impacts of
      the adoption of SFAS 141(R).





**ITEM 3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISKS**





For
      financial market risks related to changes in interest rates, foreign currency
      exchange rates, commodity prices and the effects of inflation, reference is
      made
      to Item 7a “Quantitative and Qualitative Disclosures About Market
      Risk” contained in Part II of our Annual Report on Form 10-K for the fiscal
      year ended December 29, 2007. Our exposure to these risks, at the end of the
      third quarter covered by this report, has not changed materially since December
      29, 2007.





**ITEM 4.
      CONTROLS AND PROCEDURES**





(a)  
      Evaluation of disclosure controls and procedures.





Our
      Chief Executive Officer and Chief Financial Officer, after evaluating the
      effectiveness of our “disclosure controls and procedures” (as defined in
      Rule 13a-15(e) of the Securities Exchange Act of 1934), concluded
      that, as of the end of the fiscal quarter covered by this report, and in
      conjunction with remedial actions put in place during the fourth quarter of
      2007
      and the first nine months of 2008 as a result of the Sheffield, UK
      investigation, as more fully described in Item 9A in our Annual Report on
      Form 10-K for fiscal year ended December 29, 2007, our disclosure controls
      and
      procedures were ineffective.





Despite
      the conclusion that disclosure controls and procedures were not effective as
      of
      the end of the period covered by this report, the Chief Executive Officer and
      Chief Financial Officer believe that the financial statements and other
      information contained in this quarterly report present fairly, in all material
      respects, our business, financial condition and results of operations.





(b)  
      Changes in internal control over financial reporting.





During
      the fiscal quarter covered by this report, there were no changes in our
“internal control over financial reporting” (as defined in Rule 13a-15(f)
      of the Securities Exchange Act of 1934) that materially affected, or were
      reasonably likely to materially affect, our internal control over financial
      reporting, except that, during the fiscal quarter covered by this report, we
      were still in the process of implementing internal control remediation
      activities at our Sheffeld, UK operation, as described below, as well as
      integrating New Bedford operations. For purposes of this evaluation, the impact
      of the New Bedford acquisition on our internal controls over financial reporting
      was excluded. See Note 11 to the condensed consolidated financial statements
      included in Item 1 for a discussion of the New Bedford acquisition.





21


In
      connection with the filing of our Annual Report on Form 10-K for the year ended
      December 29, 2007, we identified material weaknesses in internal control over
      financial reporting and identified a remediation plan. During the fourth quarter
      of 2007 and the first three quarters of 2008, several remedial measures
      were identified and implemented in response to the conclusion reached by our
      Chief Executive Officer and Chief Financial Officer as a result of the
      Sheffield, UK investigation. Although we have made progress towards remediation,
      as of November 12, 2008, we were unable to conclude that the material weaknesses
      described above were remediated as of October 4, 2008. See our Annual Report
      on
      Form 10-K for fiscal year ended December 29, 2007 for a description of the
      remediation plan .







22


**PART II
      OTHER INFORMATION**





**ITEM
      1.    LEGAL PROCEEDINGS**





***SEC
      Informal Inquiry***





On
      October 4, 2007, we announced that, due to the apparent overstatement of
      revenues by our Sheffield, UK operating unit, it may be necessary for us to
      restate our financial statements for the periods subsequent to June 2003. On
      November 12, 2007, we announced that the irregularities in the financial
      reporting by our Sheffield, UK operating unit also included the
      overstatement of inventory and other matters. These matters were reported to
      our
      Audit Committee, which engaged special legal counsel, who in turn retained
      independent forensic accountants, to investigate and report to the Audit
      Committee. Based on information obtained in that investigation and information
      reported to the Audit Committee by management, the Audit Committee accepted
      management's recommendation that we restate our financial statements. Such
      restatements were filed on April 24, 2008.





Upon
      discovering the irregularities, the Audit Committee self-reported the matter
      to
      the Staff of the Securities and Exchange Commission. The SEC staff has initiated
      an informal inquiry with respect to this matter. We continue to cooperate fully
      with the SEC in its informal inquiry. We cannot predict when the SEC will
      conclude its review and the outcome or impact thereof.





**ITEM 1A.
      RISK FACTORS**





In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in Part I, Item 1A “Risk Factors” contained
      in our Annual Report on Form 10-K for the fiscal year ended
      December 29, 2007, which could materially affect our business, financial
      condition or future results.








**ITEM 5.
      OTHER INFORMATION**





(b) There
      have been no material changes to the procedures by which security holders may
      recommend nominees to our Board of Directors since our Schedule 14A filed April
      25, 2008.





**ITEM 6.
      EXHIBITS**





31.1
            
            Certification
                of Chief Executive Officer required by Item 307 of Regulation S-K
                as
                promulgated by the Securities and Exchange Commission and pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.**31.2
            
            Certification
                of Chief Financial Officer required by Item 307 of Regulation S-K
                as
                promulgated by the Securities and Exchange Commission and pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.**32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.**


**
      Filed
      or furnished herewith





23


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





SYMMETRY
                MEDICAL INC.By
            /s/
                Brian S. MooreBrian
                S. Moore,*President
                and Chief Executive Officer**(Principal
                Executive Officer)*By
            /s/
              Fred L. HiteFred
                L. Hite,*Senior
                Vice President and Chief Financial Officer**(Principal
                Financial Officer)*




November
      12, 2008


24