SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Datametrics Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2
DATAMETRICS CORPORATION

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 20, 1997

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Datametrics Corporation, a Delaware corporation (the
"Company"), will be held at the Hilton and Towers at Warner Center, 6360 Canoga
Avenue, Woodland Hills, California 91367, on May 20, 1997, at 10:00 a.m. local
time, for the following purposes:

1. To elect five members to the Company's Board of Directors, to serve
until their respective successors have been duly elected and qualified;

2. To consider and vote upon a proposal to approve an amendment to the
Company's Certificate of Incorporation to create three classes of the Company's
Board of Directors, consisting of Class I, to be comprised of one director, to
serve for an initial term of one year and thereafter for a term of three years;
Class II, to be comprised of two directors, each to serve for an initial term
of two years and thereafter for a term of three years; and Class III, to be
comprised of two directors, each to serve for a term of three years; or, in
each case, until their respective successors have been duly elected and
qualified;

3. To consider and vote upon a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $.01 per share, from 20,000,000 shares to
40,000,000 shares;

4. To ratify the reappointment of Ernst & Young LLP, independent certified
public accountants, as the Company's auditors for the fiscal year ending
October 26, 1997; and

5. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on March 21, 1997
as the record date for determining those shareholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournments thereof.

Whether or not you expect to be present, please sign, date and return the
enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.

By Order of the Board of Directors,

Daniel P. Ginns, Chairman of the Board

Woodland Hills, California
, 1997
- -----------------

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE
MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

1997 ANNUAL MEETING OF SHAREHOLDERS
OF
DATAMETRICS CORPORATION

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

PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Datametrics Corporation, a Delaware corporation (the
"Company"), of proxies from the holders of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), for use at the 1997 Annual Meeting
of Shareholders of the Company to be held on Tuesday, May 20, 1997, or at any
adjournment(s) thereof (the "Annual Meeting"), pursuant to the attached Notice
of Annual Meeting. The approximate date that this Proxy Statement and the
enclosed form of proxy are first being sent to holders of Common Stock is
_________, 1997. Shareholders should review the information provided herein in
conjunction with the Company's 1996 Annual Report to Shareholders which
accompanies this Proxy Statement. The Company's principal executive offices
are located at 21135 Erwin Street, Woodland Hills, California 91367, and its
telephone number is (818) 598-6200.

INFORMATION CONCERNING PROXY

The enclosed form of proxy is solicited on behalf of the Company's Board
of Directors. The giving of a proxy does not preclude the right to vote in
person should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person, at the Annual Meeting or by filing with the
Company's Secretary at the Company's principal executive offices a written
revocation or duly executed proxy bearing a later date; however, no such
revocation will be effective until written notice of the revocation is received
by the Company at or prior to the Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone, and the Company is using the
services of a proxy solicitation firm at a cost of up to $6,500. The Company's
employees will receive no compensation for soliciting proxies other than their
regular salaries. The Company may request banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies. The Company
may reimburse such persons for their expenses in so doing.

PURPOSES OF THE MEETING

At the Annual Meeting, the Company's shareholders will be asked to
consider and vote upon the following matters:

1. To elect five members to the Company's Board of Directors, to serve
until their respective successors have been duly elected and qualified;

for a term of three years; and Class III, to be comprised of two directors,
each to serve for a term of three years; or, in each case, until their
respective successors have been duly elected and qualified;

3. To consider and vote upon a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock, from 20,000,000 shares to 40,000,000 shares;

4. To ratify the reappointment of Ernst & Young LLP, independent certified
public accountants, as the Company's auditors for the fiscal year ending
October 26, 1997; and

5. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.

Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted in favor for all proposals described in the Notice of Annual
Meeting. In the event a shareholder specifies a different choice by means of
the enclosed proxy, his shares will be voted in accordance with the
specification so made.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors has set the close of business on March 21, 1997 as
the record date (the "Record Date") for determining shareholders of the Company
entitled to notice of, and to vote at, the Annual Meeting. As of the Record
Date, there were 13,150,179 shares of Common Stock issued and outstanding, all
of which are entitled to be voted at the Annual Meeting. Each share of Common
Stock is entitled to one vote on all matters to be acted upon at the Annual
Meeting, and neither the Company's Certificate of Incorporation nor Bylaws
provides for cumulative voting rights.

The attendance, in person or by proxy, of the holders of a majority of the
shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum. The affirmative vote of a majority of the shares of
Common Stock present in person or by proxy at the Annual Meeting is required
for the approval of each matter that is submitted to shareholders for approval.
An independent inspector shall count the votes and ballots. Abstentions are
considered as shares present and entitled to vote but are not counted as votes
cast in the affirmative on a given matter. A broker or nominee holding shares
registered in its name, or in the names of its nominee, which are beneficially
owned by another person and for which it has not received instructions as to
voting from the beneficial owner, has the discretion to vote the beneficial
owner's shares with respect to the election of directors. If a matter had been
included in the proxy to which a broker or nominee would not have discretionary
voting power under applicable rules of the American Stock Exchange, any broker
or nominee "non-votes" would not be considered as shares entitled to vote on
that subject matter and therefore would not be considered by the inspector when
counting votes cast on the matter, although such shares would be considered for
purposes of determining whether a quorum is present at the Annual Meeting. If
less than a majority of the outstanding shares of Common Stock are represented
at the Annual Meeting, a majority of the shares so represented may adjourn the
Annual Meeting from time to time without further notice.

SECURITY OWNERSHIP

The following table sets forth, as of the Record Date, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director of the Company (each of whom constitute nominees for election as
directors at the Annual Meeting), (ii) (A) the Company's Chief Executive
Officer, (B) the person who formerly served as Chief Executive Officer of the
Company during the fiscal year ended October 27, 1996 ("fiscal 1996"), (C) the
four most highly compensated executive officers of the Company at the end of
fiscal 1996 and (D) the two individuals who would have been among the four most
highly compensated executive officers of the Company during fiscal 1996, but
for the fact that such individuals were not serving as executive officers of
the Company at the end of fiscal 1996 (the persons referred to in (ii) (A) -
(D) are hereinafter collectively referred to as the "Named Executive
Officers"), (iii) the beneficial owners of more than 5% of the outstanding
Common Stock and (iv) all directors and executive officers of the Company, as a
group.

AMOUNT AND PERCENTAGE
NATURE OF OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS(1) OWNERSHIP SHARES
- ------------------------------------------------------------ ---------- -----------

James Haber 1,338,042(2) 9.9%
Douglas S. Friedenberg 965,532(3) 7.2%
Daniel P. Ginns 710,000(4) 5.1%
Adrien A. Maught, Jr. 510,000(5) 3.7%
Stephen R. Gass 10,000(6) *
Roger De Bruno 25,021 *
James Strugeon 60,347 *
Carl Stella 32,572 *
Sidney Wing 28,495 *
Ronald Iverson 0 *
William J. Foti 64,311 *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (11 persons) 3,744,320 24.6%

* Less than 1%.

(1) The addresses of all persons listed is c/o the Company, 21135 Erwin
Street, Woodland Hills, California 91367.
(2) Includes 416,673 shares subject to warrants which are presently
exercisable. Of such warrants 316,673 have an exercise price of $1.50 and
expire on November 25, 2001 and 100,000 have an exercise price of $2.00
and expire on January 31, 2002. Excludes 15,000 shares subject to
non-qualified stock options not presently exercisable. The options have an
exercise price of $1.25 and expire on October 8, 2001.
(3) Includes 266,671 shares subject to warrants which are presently
exercisable. Of such warrants 166,671 have an exercise price of $1.50 and
expire on November 25, 2001 and 100,000 have an exercise price of $2.00
and expire on January 31, 2002. Excludes 15,000 non-qualified options not
presently exercisable. The options have an exercise price of $1.25 and
expire on October 8, 2001.
(4) Includes 700,000 shares subject to warrants which are presently
exercisable. The warrants have an exercise price of $2.00 and expire on
January 3, 2002. Excludes 15,000 shares subject to non-qualified stock
options not presently exercisable. The options have an exercise price of
$1.25 and expire on October 8, 2001.
(5) Includes 500,000 shares subject to warrants. The warrants are exercisable
at $2.00 and expire on January 3, 2002. Excludes 15,000 shares subject to
non-qualified stock options not presently exercisable. The options have
an exercise price of $1.25 and expire on October 8, 2001.
(6) Excludes 15,000 non-qualified stock options not currently exercisable.
The options have an exercise price of $1.4375 and expire on January 31,
2002.

EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

POSITION WITH
NAME AGE THE COMPANY
- ---- --- -------------

Daniel P. Ginns 47 Chairman of the Board of Directors and Chief
Executive Officer

Adrien A. Maught, Jr. 47 President; Chief Operating Officer and Interim
Chief Financial Officer

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

DANIEL P. GINNS has been the Chairman of the Board of Directors and Chief
Executive Officer of the Company since October 1996. Mr. Ginns has also been
the President of Belmont Capital, Inc., a financial and management advisory
firm, for more than the past five years. Mr. Ginns is also a Director of
Starbase Corporation, a company whose shares are quoted on The Nasdaq
SmallCap(SM) Market.

ADRIEN A. MAUGHT, JR. has served as President of the Company since January 1997
and as a Director and Chief Operating Officer and Interim Chief Financial
Officer of the Company since October 1996. Mr. Maught has been the President
of the Adrien A. Maught Company, an industrial real-estate and management
consultant firm, for more than the past five years.

Executive officers serve at the pleasure of the Board of Directors, except
as otherwise provided below. See "Executive Compensation -- Employment
Contracts and Termination of Employment Arrangements. "

PROPOSAL FOR THE ELECTION OF DIRECTORS

At the Annual Meeting, the shares represented by the proxies obtained
hereby, unless otherwise specified, will be voted for the election as directors
of the five nominees hereinafter named. If the Proposal with respect to the
classification of the Board of Directors, described on pages 15 - 17, is
adopted, it is intended that the proxies solicited by the Board of Directors
will be voted for the election of Mr. Gass to Class I of the Company's Board of
Directors for an initial term expiring at the 1998 Annual Meeting of
Shareholders; the election of Messrs. Friedenberg and Haber to Class II of the
Company's Board of Directors for initial terms expiring at the 1999 Annual
Meeting of Shareholders; and the election of Messrs. Ginns and Maught to Class
III of the Company's Board of Directors for initial terms expiring at the 2000
Annual Meeting of Shareholders. If such Proposal is not adopted, it is
intended that the proxies solicited by the Board of Directors will be voted for
the election of the five nominees herein named, each to serve until the next
Annual Meeting of Shareholders and until their respective successors have been
duly elected and qualified. The Board of Directors has no reason to believe
that any nominee will refuse or be unable to accept election. However, if any
one or more of the nominees herein named should not be available for election,
the proxies will be voted for such substitute nominee(s), if any, as the Board
of Directors may propose. Proxies cannot be voted at the Annual Meeting for a
greater number of persons than the five nominees named in this Proxy Statement,
although persons in addition to those nominees may be nominated by the
shareholders at the Annual Meeting.

4
7

The following information is set forth with respect to each person
nominated for election as a director of the Company. Daniel P. Ginns and
Adrien A. Maught, Jr., executive officers and directors of the Company, are
also nominees for director at the Annual Meeting. Reference is made to the
information set forth above under "Executive Officers" for a description of the
business experience of such individuals.

The following table sets forth certain information regarding each director
and nominee for director:

POSITION WITH
NAME AGE THE COMPANY DIRECTOR SINCE
- ---------------------- --- ----------------------------------- --------------

Daniel P. Ginns 47 Chairman of the Board of Directors October 1996
and Chief Executive Officer

Adrien A. Maught, Jr. 47 Director; President; Chief October 1996
Operating Officer and Interim
Chief Financial Officer

Douglas S. Friedenberg 45 Director October 1996

James Haber 33 Director October 1996

Stephen R. Gass 48 Director January 1997

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

DOUGLAS S. FRIEDENBERG has been President of Firebird Capital Management, a
manager of hedge funds, since 1993. From July 1991 through March 1993, Mr.
Friedenberg was the President of Unicorn Capital Management, a hedge fund
manager. For more than the past five years prior thereto, Mr. Friedenberg
managed investor portfolios for Morgan Stanley.

JAMES HABER has been the sole general partner of Infiniti Investment Fund L.P.,
an investment fund, since May 1991. Mr. Haber has also served as the trading
manager of Tendencia Overseas Fund, since August 1993.

STEPHEN R. GASS has been employed by Arthur A. Watson & Co. Inc., a private
insurance company, for more than the past five years, most recently as its
Senior Vice President.

There are no family relationships among any of the Company's directors and
officers.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by regulations promulgated by the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file.

With reference to transactions during fiscal 1996, to the Company's
knowledge, based solely on review of the copies of such reports furnished to
the Company and written representations, no other reports were required to be
filed. All Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent shareholders were complied with.

The Board of Directors held 15 meetings during fiscal 1996. All of the
Company's directors attended more than 75% of the aggregate of (i) the total
number of meetings of the Board of Directors and (ii) the total number of
meetings held by all committees of the Board of Directors on which such person
served.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has an Audit, Nominating and
Compensation Committee. The members of each committee have been appointed by
the Board of Directors to serve until their respective successors are elected
and qualified.

Audit Committee. The Audit Committee reviews the scope and results of the
audit of the financial statements of the Company and reviews the internal
accounting, financial and operating control procedures of the Company. The
Audit Committee is composed of Messrs. Friedenberg, Haber and Gass, each of
whom, in accordance with the rules of the American Stock Exchange, is
independent of management and free from any relationship that, in the opinion
of the Board of Directors, would interfere with the exercise of independent
judgment as a committee member. The Audit Committee met one time in fiscal
1996.

Nominating Committee. The Nominating Committee considers nominees for
membership on the Board of Directors who are recommended by the Company's
shareholders. Any nomination by a shareholder of a person to serve as a
director of the Company may be made pursuant to notice in writing to the
Secretary of the Company delivered to or mailed and received at the principal
executive offices of the Company not less than 90 days prior to the meeting at
which directors are to be elected; provided, however, that in the event that
less than 100 days' notice or prior public disclosure of the date of such
meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of such meeting was mailed
or such public disclosure was made. Such shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of any shares of the Company or any
subsidiary of the Company which are beneficially owned by such person, (iv) any
lawsuits to which such person is a party, (v) the involvement of such person in
or with any business which may be competitive with the Company and (vi) any
other information relating to such person that is required to be disclosed in
solicitations for proxies for election of directors or in a Schedule 13-D
pursuant to any then existing rule or regulation promulgated under the Exchange
Act; and (b) as to the shareholder giving the notice (i) the name and record
address of such shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. The Company may
require any proposed nominee to furnish such other information as may
reasonably be required by the Company to determine the eligibility of such
proposed nominee as a director. The Nominating Committee is composed of
Messrs. Friedenberg, Haber and Gass and did not meet in fiscal 1996. The Board
of Directors performed functions that were normally performed by the Nominating
Committee in fiscal 1996.

Compensation and Stock Option Committee. The Compensation and Stock
Option Committee (the "Compensation Committee") determines the cash and other
incentive compensation, if any, to be paid to the Company's executive officers.
The Compensation Committee is also responsible for the administration and
award of stock options under the Company's stock option plans as well as the
award of non-qualified stock options and warrants issued pursuant to individual
stock option and warrant agreements. The Compensation Committee is composed of
Douglas S. Friedenberg, James Haber and Stephen R. Gass, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act.
The Compensation Committee met one time in fiscal 1996.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.

The Compensation Committee is composed entirely of independent outside
members of the Company's Board of Directors. The Compensation Committee
reviews and approves each of the elements of the executive compensation
program of the Company and continually assesses the effectiveness and
competitiveness of the program. In addition, the Compensation Committee
administers the stock option program and other key provisions of the executive
compensation program and reviews with the Board of Directors all aspects of
compensation for the Company's executives.

COMPENSATION PHILOSOPHY

The Company's executive compensation program has been designed to (i)
align executive compensation with shareholder interests; (ii) attract, retain
and motivate a highly competent executive team, (iii) link compensation to
individual and Company performance and (iv) achieve a balance between
incentives for short-term and long-term results. The Company positions base
salaries at competitive levels; however, an annual bonus has historically been
paid to reward exceptional performance in amounts above competitive levels.
The Company also believes in providing rewards for the creation of stockholder
value through the use of stock options. The Company and the Compensation
Committee believe that this philosophy will motivate the Company's executives
and, thereby, reinforce the accomplishment of the Company's strategic and
financial goals. The Compensation Committee retained the consulting services
of Compensation Resource Group, Inc. to assist in determining competitive
compensation in the industry in which the Company operates and to recommend
executive compensation strategy.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

BASE SALARIES

The Company's salary levels for executive officers are set at a rate
slightly below the median level of other high technology companies of similar
revenues. Salary increases are designed to reflect competitive practices in
the industry, financial performance of the Company and individual performance
of the executive.

BONUSES

No bonuses were paid to any of the Company's officers in fiscal 1996.

LONG-TERM INCENTIVES

The objectives of the Company's long-term incentive program are to offer
opportunities for stock ownership that are competitive with those at peer
companies and to encourage and create ownership and retention of the Company's
stock by key employees. Grant levels under the Company's employee stock option
plans consider such factors as awards to officers of companies within the
Company's peer group, the executive's tenure, responsibilities and current
stock and option holdings.

CEO COMPENSATION

The Compensation Committee is responsible for recommending the
compensation of the CEO and such compensation is determined in the same manner
as the compensation of the other officers of the Company.

SECTION 162(M) COMPLIANCE

The Company does not presently anticipate that the compensation of any of
the Named Executive Officers will exceed the $1,000,000 non-performance based
compensation threshold of Section 162(m) of the Internal Revenue Code. The
Company and the Committee will continue to monitor the compensation levels of
the Named Executive Officers and determine the appropriate response to Section
162(m) when and if necessary. It is the Company's intention to bring the
Company's stock option program into compliance with Section 162(m), if
necessary, to insure that stock option grants are excluded from the
compensation calculation for the purposes of Section 162(m).

Douglas S. Friedenberg
James Haber
Stephen R. Gass

[GRAPH]

FISCAL YEAR ENDING
- -----------------------------------------------------------------------
COMPANY 1991 1992 1993 1994 1995 1996

DATAMETRICS CORP 100 85.00 260.00 395.00 740.00 130.00
INDUSTRY INDEX 100 131.75 194.72 221.35 407.36 481.40
BROAD MARKET 100 109.97 126.42 131.31 166.03 206.04

Industry Index = Computer and Office Equipment Index
Broad Market = Standard & Poor's 500 Index

SUMMARY COMPENSATION TABLE

The following table shows, for fiscal years 1994, 1995 and 1996, the
compensation earned by the Named Executive Officers:

LONG-TERM COMPENSATION
------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ------------------------ -----------------
OTHER LONG-TERM ALL OTHER
ANNUAL RESTRICTED NUMBER OF INCENTIVE COMPEN-
NAME AND PRINCIPAL COMPEN- STOCK OPTIONS/ PLAN SATION
POSITION(S) YEAR SALARY ($) BONUS($) SATION($)(1) AWARDS($) SARS(#) PAYOUTS($) ($)(1)
- ------------------ ---- ---------- -------- ------------ --------- ------- ---------- ------

Daniel P. Ginns, 1996 17,500 - - - 15,000 - -
Chairman of the Board 1995 - - - - - - -
and CEO 1994 - - - - - - -
Effective as of
October 23, 1996

Sidney E. Wing, 1996 213,121 - - - 100,000 - -
Former President and 1995 178,240 2,454 - - 20,000 - -
Chief Executive 1994 163,846 - - - - - -
Officer

Carl C. Stella, 1996 143,017 - - - 42,500 - -
Former Senior Vice 1995 127,011 1,816 - - 10,000 - -
President 1994 119,811 - - - 25,000 - -

Ronald N. Iverson, 1996 143,835 - - - 47,000 - -
Former Vice President 1995 124,516 1,761 - - 10,000 - -
1994 117,420 - - - 35,000 - -

Roger De Bruno, 1996 104,381 - - - 10,000 - -
Vice President 1995 98,224 1,390 - - 4,000 - -
1994 91,407 - - - 30,000 - -

James Sturgeon, 1996 118,646 - - - 10,000 - -
Vice President of 1995 111,911 1,583 - - 4,000 - -
Operations 1994 104,080 - - - 10,000 - -

William J. Foti, 1996 89,383 - 67,772 - 10,000 - -
Vice President 1995 86,244 1,221 50,270 - 4,000 - -
1994 80,870 - 44,895 - - - -

- --------------
(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10%
of the total salary and bonus for such officer.

STOCK OPTION GRANTS IN FISCAL 1996

The following table sets forth information regarding the grant of stock
options during fiscal 1996 to the Named Executive Officers:

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF
PERCENT OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
GRANTED TO OPTION TERM($)(3)
NUMBER OF OPTIONS EMPLOYEES IN EXERCISE PRICES EXPIRATION --------------------
NAME GRANTED FISCAL 1996(1) PER SHARE($) DATE(2) 5% 10%
- ----------------- -------------------- -------------- --------------- ---------- --------- ---------

Daniel P. Ginns..... 15,000 2.28% 1.25 10/8/01 5,181 11,447
Sidney E. Wing...... 100,000 15.22% 7.875 12/14/00 217,570 480,780
Carl C. Stella...... 42,500 6.47% 7.875 12/14/00 92,467 204,332
Ronald N. Iverson... 47,500 7.23% 7.875 12/14/00 103,346 228,371
Roger DeBruno....... 10,000 1.52% 7.875 12/14/00 21,757 48,078
James Sturgeon...... 10,000 1.52% 7.875 12/14/00 21,757 48,078
William J. Foti..... 10,000 1.52% 7.875 12/14/00 21,757 48,078

(1) No stock appreciation rights were granted to any of the Named Executive
Officers or other Company employees in fiscal 1996.
(2) The options become exercisable equally over 16 quarters from the date of
grant and expire five years from the date of grant.
(3) The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as required
by the Securities and Exchange Commission over a five-year term and,
therefore, are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock.

OPTION EXERCISES IN FISCAL 1996 AND
OPTION VALUES AT THE END OF FISCAL 1996

The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during fiscal 1996 and
unexercised options held as of the end of fiscal 1996.

Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Number of October 27, 1996 October 27, 1996($)
Shares ---------------- -------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable Unexercisable
---- -------- ----------- ------------- -------------

Daniel P. Ginns...... - - -/15,000 -/25,313
Sidney E. Wing....... 50,000 381,250 -/- -/-
Carl C. Stella....... - - -/- -/-
Ronald N. Iverson.... - - 57,031/67,969 37,969/16,875
Roger DeBruno........ - - 22,750/21,250 -/-
James Sturgeon....... - - 50,250/13,750 67,500/-
William J. Foti...... - - 33,375/20,625 50,625/16,875

DIRECTOR COMPENSATION

Prior to October 8, 1996, the Company's Board of Directors consisted of:
Dann V. Angeloff, Richard A. Foster, Bernard F. Girma, David A. Hahn, Burton
Kaplan, Richard W. Muchmore, W. Allen Surber, Garland S. White, Sidney E. Wing,
and Kenneth Zeiger. Mr. White received a quarterly retainer of $3,750 plus a
monthly retainer fee of $1,000 for services as Chairman of the Board of
Directors. He received no other fees for Board or Committee meetings. Mr.
Angeloff received a monthly retainer of $6,000 and $50,000 ($10,000 per month
for five months) for providing certain financial advisory and consulting
services to the Company. Mr. Angeloff received no other fees for Board or
Committee meetings. Mr. Surber, in addition to the following, received $57,800
for engineering consulting fees. All other directors received a quarterly
retainer fee of $1,875 and $800 for each Board and Committee meeting attended,
and reimbursement of related out-of-pocket expenses. The Committee Chairmen are
entitled to receive $1,600 per in-person Committee meeting.

On October 8, 1996, the members of the Board of Directors listed above
were replaced by the following individuals: Adrien A. Maught, Jr., Douglas S.
Friedenberg, James Haber, and Daniel P. Ginns. Stephen R. Gass became a
director in January 1997. Mr. Ginns is entitled to receive a quarterly retainer
of $3,750 plus a monthly retainer fee of $1,000 for services as Chairman of the
Board. All other directors are entitled to receive quarterly retainer fees of
$1,875 and $800 for each meeting attended, and reimbursement of related
out-of-pocket expenses. The Committee Chairmen are entitled to received $1,600
per in-person Committee meeting.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

In January 1997, the Company entered into employment agreements with Mr.
Ginns as Chief Executive Officer of the Company, and Mr. Maught as President,
Chief Operating Officer and Interim Chief Financial Officer of the Company.
Each of these agreements terminate December 31, 2001. Under these agreements
Mr. Ginns and Mr. Maught are paid an initial annual base salary of $240,000 and
$215,000 respectively. For each calendar year commencing with the calendar year
beginning January 1, 1998, the base salary under these agreements will be
adjusted by a percentage equal to the percentage change in the Consumer Price
Index ("CPI") for the year then ended from the prior calendar year. In addition
to the base salary, the Compensation Committee of the Board of Directors may,
in its sole discretion, pay a performance-based bonus to Mr. Ginns or Mr.
Maught in any year during the term of their respective agreements.

The Company has the right to terminate Mr. Ginns' or Mr. Maught's
employment without cause at any time; provided, however, that Mr. Ginns and Mr.
Maught shall be entitled to payment of his base salary for a period equal to
the greater of one year from the date of termination or the remainder of the
employment agreement.

In connection with these employment agreements, the Company granted Mr.
Ginns and Mr. Maught warrants to purchase up to 700,000 and 500,000 shares,
respectively, of the Company's common stock at a purchase price of $2.00 per
share. All of these warrants are immediately exercisable and have a term of
five years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee consists of Douglas S. Friedenberg, James Haber and
Stephen R. Gass, none of whom are employed by the Company. Each member of the
Compensation Committee is a "disinterested person" within the meaning of Rule
16b-3 under the Exchange Act. On January 15, 1997, a company controlled by Mr.
Friedenberg and a company controlled by Mr. Haber jointly agreed to raise up to
$3 million for the Company through a private placement of equity and/or debt
securities of the Company, in consideration of which the Company granted to Mr.
Friedenberg and Mr. Haber warrants to purchase an aggregate of 100,000 shares
of Common Stock at a purchase price of $2.00 per share.

12
15

PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK

The Board of Directors has approved an amendment (the "Capital Amendment")
to the Company's Certificate of Incorporation (the "Certificate") to increase
the number of authorized shares of Common Stock of the Company from 20,000,000
shares to 40,000,000 shares, subject to approval by the Company's shareholders.
The Board of Directors has directed that the Capital Amendment be submitted to
shareholders for their consideration and approval at the Annual Meeting.

The Certificate currently authorizes the issuance of up to 5,000,000
shares of preferred stock, none of which are issued or outstanding.

The Board of Directors believes it is desirable to increase the number of
authorized shares of Common Stock. The increase will provide the Company with
flexibility in the future by assuring the availability of sufficient authorized
but unissued Common Stock for valid corporate purposes such as financings,
stock dividends, mergers and acquisitions. The newly authorized Common Stock
would be available for issuance without further action by shareholders except
as required by law or applicable stock exchange requirements. For example, the
current rules of the American Stock Exchange would require approval by the
Company's shareholders if the number of shares of Common Stock to be issued
equaled or exceeded 20% of the number of shares of Common Stock outstanding
immediately prior to such issuance and such shares were issued at a price which
is less that the greater of the book or market value of the Common Stock.

The Company has no current plan or commitment to issue shares of Common
Stock, including any plan or intention to issue such shares as a takeover
defense. Nevertheless, the additional authorized shares could be used to
discourage persons from attempting to gain control of the Company or make more
difficult the removal of management. For example, additional shares could be
used to dilute the voting power of shares then outstanding or issued to persons
who would support the Board of Directors of the Company in opposing a takeover
bid or a solicitation opposed by management. Management is not currently aware
of any specific effort to obtain control of the Company by means of a merger,
tender offer, solicitation in opposition to management, or otherwise.

The Company's By-Laws and Delaware law contain the following provisions
that may also have the effect of delaying, deterring, or preventing a change in
control of the Company.

BY-LAWS. The Company's By-Laws (i) authorize the Board, without further
shareholder approval, except with respect to Series A Participating Convertible
Preferred Stock, none of which is currently issued or outstanding, to issue
shares of preferred stock in one or more series and to fix the terms and
provisions of each series; (ii) eliminate the ability of shareholders to take
action by written consent; (iii) permit directors to be removed with or without
"cause"; (iv) grant exclusive authority to the Board to fill vacancies on the
Board; (v) establish minimum notice and informational requirements for
shareholder nomination of directors and submission of other business at
shareholder meetings; and (vi) in certain instances, require the affirmative
vote of at least 75% of the outstanding shares of voting stock of the Company
to amend or terminate the foregoing provisions of the By-Laws.

DELAWARE BUSINESS COMBINATION LAW. Section 203 ("Section 203") of the
Delaware General Corporation Law generally prohibits a Delaware corporation,
including the Company, from engaging in a "Business Combination" (including,
for example, mergers, asset sales, issuance of stock and other transactions
resulting in a financial benefit to an Interested Stockholder) with an
"Interested Stockholder" (in general, a person that is the beneficial owner of
15% or more of a corporation's outstanding voting stock) for a period of three
years following the date that such person became an Interested Stockholder,
unless (a) prior to the date such person became an Interested Stockholder, the
board of directors of the corporation approved either the Business Combination
or the transaction that resulted in the stockholder

becoming an Interested Stockholder, (b) upon consummation of the transaction
that resulted in the stockholder's becoming an Interested Stockholder, the
Interested Stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding shares
held by directors who are also officers of the corporation and certain employee
stock ownership plans), or (c) on or subsequent to the date such person became
an Interested Stockholder, the Business Combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders, and
not by written consent, by the affirmative vote of the holders of at least
66-2/3% of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.

The full text of the Certificate reflecting the proposed amendments is
attached to this Proxy Statement as Exhibit A. The following description of the
amendments is qualified in its entirety by reference to Exhibit A.

Approval of the Charter Amendment will require the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 20,000,000 SHARES TO 40,000,000 SHARES.

PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO PROVIDE FOR CLASSIFICATION OF THE BOARD OF DIRECTORS

GENERAL

The Board of Directors has approved an amendment to Article "SIXTH" the
Company's Certificate (the "Board Amendment") to classify the Company's Board
of Directors into three classes of directors serving staggered three-year
terms; and to make technical amendments to the Certificate to (i) adjust
certain of the Company's corporate governance procedures to accommodate the
existence of a classified board and staggered three-year terms for directors;
(ii) increase the shareholder vote necessary to increase or decrease the number
of directors to 75% of the voting power of the Company with respect to the
election of directors; and (iii) increase the shareholder vote necessary to 75%
of the voting power of the Company to amend or repeal those sections of the
Certificate which will contain these amendments.

DESCRIPTION OF PROPOSED AMENDMENTS

The Certificate currently provides for a single class of directors. The
Board Amendment would classify the Board of Directors into three classes of
directors serving staggered terms and provide that the number of directors may
be increased or decreased from time to time only by the affirmative vote of at
least 75% of the outstanding shares of voting stock of the Company or by Board
action, provided that in no event may the number of directors be fewer than
five nor more than nine. The Board Amendment, provides that in the event of
any increase in the number of directors, the directors then in office may
select the class or classes to which the additional directors shall be
assigned, provided that the directors shall be distributed among the three
classes as nearly equally as possible.

The Certificate currently provides that the term of office for each
director is one year. If the Board Amendment is approved, the slate of five
directors proposed for election at the 1997 Annual Meeting would be elected to
three separate classes with assigned terms of from one to three years, as
follows: the director in Class I, consisting of one director, would be elected
for a one year term expiring at the 1998 Annual Meeting; directors in Class II,
consisting of two directors, would be elected for two year terms expiring at
the 1999 Annual Meeting; and directors in Class III, consisting of two
directors, would be elected for three year terms expiring at the 2000 Annual
Meeting. Beginning with the 1998 Annual Meeting, only one class of directors
would be elected at each Annual Meeting, the directors so elected would succeed
the directors of the class whose term was then expiring and each newly elected
director would serve for a three-year term. If the Board Amendment is not
approved, the five nominees named herein will be nominated to serve for a one
year term ending at the 1998 Annual Meeting of Shareholders and until their
respective successors have been duly elected and qualified. See "Election of
Directors" on page 2 for information regarding the individual nominees for
director.

Reference should be made to the description of certain provisions of the
Company's By-Laws described under "Proposal to Amend Certificate of
Incorporation to Increase Authorized Common Stock -- By-Laws" on page 13 of
this Proxy Statement.

The Certificate currently provides that the number of directors of the
Company, currently five, shall be as specified in the Company's By-laws, which
provide that the number of directors shall not more than nine or less than
five. The Board Amendment provides that any subsequent increase or decrease in
the number of directors would require the affirmative vote of at least 75% of
the outstanding shares of voting stock of the Company or Board action, and in
no case could the number of directors be more than nine or less than five.

The Certificate currently provides that the Certificate may be amended or
repealed by the Company in the manner now or hereafter prescribed by statute,
and that all rights conferred upon shareholders in the Certificate shall be
subject to such reservation. The Board Amendment, provides that

the affirmative vote of at least of 75% of the outstanding shares of voting
stock will be required to amend or repeal Article "SIXTH" (as described above)
of the Certificate. Other provisions of the Certificate would continue to be
subject to amendment or repeal by a simple majority vote of shareholders. The
Board believes that this is necessary to preserve the protections afforded by
those provisions, since, absence such amendment, an acquirer who possesses a
simple majority of the Company's voting power could use its voting power to
unilaterally amend the Certificate and eliminate these provisions.

REASONS FOR AND EFFECTS OF PROPOSED AMENDMENTS

Classified Board. The Board of Directors believes that a classified board
would serve the best interests of the Company and its shareholders by promoting
the continuity and stability of the Company and its business.

The Board also believes that a classified board would better enable the
Board to protect the interests of shareholders in the event that another entity
seeks to accumulate a substantial amount of the Company's Common Stock in order
to gain control of the Company or replace its management. A corporate raider
may accumulate a substantial equity position in a public company as a prelude
to proposing a takeover, a restructuring or a sale of all or part of the
company or other similar extraordinary corporate action. Such actions are often
undertaken without advance notice to or consultation with the target company's
board of directors or management. The purchaser may have its own agenda and
little or no concern for the interests of other shareholders. In many cases,
the purchaser seeks representation on the target company's board in order to
increase the likelihood that any such transaction will be consummated. If the
target company resists these efforts to obtain board representation, the
purchaser may initiate a proxy contest to have itself or its nominees elected
to the board in place of certain directors or the entire board.

The Board believes that if such a purchaser acquired a significant or
controlling interest in the Company's Common Stock, the purchaser's ability to
promptly remove and replace the Board without the Board's consent would
severely curtail the directors' ability to negotiate effectively with the
purchaser. The threat of imminent removal also would deprive the Board of the
time and opportunity necessary to evaluate appropriately any takeover proposal,
to obtain and study alternative proposals and to help ensure that the best
price would be obtained in any transaction involving the Company. The Board
believes that such a sudden change in its membership could also be harmful to
the continuity of the Company's operations, deprive shareholders of maximum
value for their shares and jeopardize the rights of the minority shareholders.

Under a three-class structure, at least two annual shareholder meetings,
instead of one, would generally be required for such an acquirer to obtain
control of the Board of Directors by electing a majority of its representatives
to the Board. The amendments are designed to make it more time-consuming to
obtain majority control of the Board without its consent, and thus reduce the
vulnerability of the Company to an unsolicited takeover proposal or to an
unsolicited proposal for the restructuring or sale of all or part of the
Company or to enter into any other extraordinary transaction. The Board
believes that the Board Amendment will serve to encourage any person intending
to attempt such a takeover or other transaction to negotiate with the Board,
and that the Board therefore will be better able to protect the interests of
all of the Company's shareholders.

Number of Directors. The number of directors, currently five, currently
can be changed by a majority vote of the Company's shareholders. The Board
Amendment provides that any subsequent increase or decrease in the number of
directors would require the affirmative vote of at least 75% of the outstanding
shares of voting stock of the Company or Board Action, and in no case could the
number of directors be more than nine or fewer than five.

The reason for requiring a supermajority vote to change the number of
directors is to defend against possible efforts to subvert the protections
afforded by the creation of a classified board. Absent a

supermajority vote requirement, instead of waiting for the normal cycle of two
or more annual meetings to gain control of the Board, an acquirer with a
majority or other substantial share ownership could quickly seize control of
the Board by exercising its voting power to increase the size of the Board and
by filling the vacancies created thereby with its own nominees. The Board
Amendment would prevent this tactic and thus help preserve the protections
afforded by the classified board.

Amendment or Repeal of Certificate. The Certificate currently provides
that the Certificate may be amended or repealed by the Company in the manner
now or hereafter prescribed by statute, and that all rights conferred upon
shareholders in the Certificate shall be subject to such reservation. The Board
Amendment provides that the affirmative vote of 75% of the voting power would
be necessary to amend or repeal Article "SIXTH" creating a classified Board.
The requirement for an increased shareholder vote on any proposal to amend or
repeal Article "SIXTH" will give minority shareholders a veto power over any
such proposal, even if a majority of the shareholders favor such proposal.
Moreover, the requirement will prevent a shareholder with a mere majority of
the voting power of the Company from avoiding the requirements of the
above-described Certificate by simply repealing them.

Overall. These amendments are intended to encourage persons seeking to
acquire control of the Company to initiate such transaction through arms-length
negotiations with the Company's Board of Directors. The Board is charged with
protecting the interests of the Company and its shareholders. The Board
Amendment can help prevent the bidder's use of coercive tactics, which can
deprive the Board of the opportunity to review and evaluate a take-over
proposal, seek alternative transactions, help protect the interests of the
Company as an on-going enterprise and, if the Company is to be acquired, obtain
the most beneficial terms for all shareholders. These provisions will better
ensure that neither the Board nor shareholders are coerced into a transaction
that is of primary benefit only to the acquirer. They are also intended to help
ensure that the Board will be given ample time to review and evaluate any
acquisition proposal, and, if appropriate, to seek alternative proposals, and
to arrive at a result which is in the best interests of the Company, its
shareholders and employees.

The Board Amendment may render more difficult or discourage the removal of
incumbent directors and management and may therefore discourage an attempt by
another person or entity to acquire control of the Company through an
unsolicited tender offer or other transaction that is not approved by the
incumbent Board. On balance, however, the Board of Directors believes that
these amendments are in the best interests of the Company and its shareholders
and will help ensure that the Company's shareholders are treated fairly in
transactions that significantly affect their interests and that shareholders
benefit from a measure of continuity and stability in Company's management
policy and direction. The amendments are not being recommended in response to
any specific effort of which the Company is aware to accumulate securities of
the Company or acquire control of the Company or the Board.

Approval of the Board Amendment will require the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE TO PROVIDE FOR THE CLASSIFICATION OF THE BOARD OF
DIRECTORS AND TO ADOPT RELATED PROVISIONS.

RATIFICATION OF THE REAPPOINTMENT
OF THE COMPANY'S AUDITORS

The Board of Directors recommends that the appointment of Ernst & Young
LLP, independent certified public accountants, as the Company's auditors for
the fiscal year ending October 26, 1997, be ratified by the Company's
shareholders. Ernst & Young LLP has audited the books and records of the
Company since 1984. Although the appointment of Ernst & Young LLP as
independent auditors of the Company does not require ratification, the Board of
Directors considers it appropriate to obtain such ratification. Accordingly,
the vote of shareholders on this matter is advisory in nature and has no
binding effect upon the Board of Directors' appointment of Ernst & Young LLP.
A representative of Ernst & Young LLP is expected to be present at the Annual
Meeting to make a statement, if he desires to do so, and to respond to
appropriate questions.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business to be presented at the Company's 1997 Annual
Meeting of Shareholders. If any other business should properly come before the
Company's 1997 Annual Meeting of Shareholders, the persons named in the
accompanying proxy will vote thereon as in their discretion they may deem
appropriate, unless they are directed by a proxy to do otherwise.

INFORMATION CONCERNING SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, proposals of shareholders intended to be presented at the Company's
1998 Annual Meeting of Shareholders must be received in writing by the
Company's Secretary at the Company's principal executive offices not later than
______________ in order to be included in the Company's Proxy Statement and
form of Proxy relating to that Annual Meeting.

By Order of the Board of Directors

Daniel P. Ginns, Chairman of the Board

Woodland Hills, California
, 1997
- ---------

EXHIBIT A

AMENDMENT NO. 2
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
DATAMETRICS CORPORATION

DATAMETRICS CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and recommended for approval by the stockholders of
the Corporation at a meeting of the stockholders of the Corporation. The
resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of
the Corporation be amended by changing the first paragraph of the
Article thereof numbered FOURTH and the Article thereof numbered
SIXTH, so that, as amended, the first paragraph of Article FOURTH
and Article SIXTH shall be and read in their entirety as follows:

"FOURTH: The Corporation is authorized to issue
two classes of shares of capital stock to be
designated respectively, "Preferred Stock" and "Common
Stock." The total number of shares which the
Corporation is authorized to issue is forty-five
million (45,000,000). Five million (5,000,000) shares
shall be Preferred Stock and forty million
(40,000,000) shares shall be Common Stock. The
Preferred Stock and the Common Stock shall each have a
par value of $.01. The aggregate par value of all
shares of Preferred Stock is $50,000 and the aggregate
par value of all shares of Common Stock is $400,000.

SIXTH: (a) The number of directors which shall
constitute the whole Board of Directors of the
Corporation shall be as specified in the By-Laws of
the Corporation.

(b) The Board of Directors of the Corporation
shall be divided into three classes as nearly equal in
number as possible, hereby designated Class I, Class
II and Class III. The term of office of the initial
Class I directors shall expire at the next succeeding
annual meeting of the stockholders of the Corporation,
the term of office of the initial Class II directors
shall expire at the second succeeding annual meeting
of the stockholders of the Corporation and the term of
office of the initial Class III directors shall expire
at the third succeeding annual meeting of the
stockholders of the Corporation. For the purposes
hereof, the initial Class I, Class II and Class III
directors shall be those directors elected at the 1997
annual meeting of the stockholders of the Corporation
and designated as members of such Class. At each
annual meeting of

the stockholders of the Corporation after the 1997
annual meeting, directors to replace those of a Class
whose terms expire at such annual meeting shall be
elected to hold office until the third succeeding
annual meeting and until their respective successors
shall have been duly elected and shall qualify. If
the number of directors is hereafter increased, the
directors then in office shall select the class or
classes to which the newly created directorships shall
be assigned so as to make all classes as nearly equal
in number as possible.

(c) Notwithstanding anything to the contrary
contained in this Restated Certificate of
Incorporation of the Corporation, the number of
directors may be increased or decreased from time to
time only by the affirmative vote of the holders of at
least seventy-five percent (75%) of the outstanding
shares of voting stock of the Corporation or with the
approval of a majority of directors of the Corporation
then in office, provided that in no event may the
number of directors be fewer than five nor more than
nine.

(d) Notwithstanding anything to the contrary
contained in this Restated Certificate of
Incorporation of the Corporation, the affirmative vote
of the holders of at least seventy-five percent (75%)
of the outstanding shares of voting stock of the
Corporation shall be required to alter, amend, repeal
or adopt any provision inconsistent with this Article
SIXTH."

SECOND: That pursuant to and in accordance with Section 211 of the General
Corporation Law of the State of Delaware, the proposed amendment was duly
approved by the vote of the holders of a majority of the outstanding shares of
Common Stock of the Corporation.

THIRD: That the foregoing amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.

IN WITNESS WHEREOF, Datametrics Corporation has caused this certificate to
be signed by Daniel P. Ginns, its Chairman of the Board and Chief Executive
Officer, and attested to by Kenneth S. Polak, its Assistant Secretary, this ___
day of _________, 1997.

By:
----------------------------
Daniel P. Ginns
Chairman of the Board
and Chief Executive Officer
ATTEST:
-------------------------
Kenneth S. Polak
Assistant Secretary

Exhibit B

PROXY
DATAMETRICS CORPORATION
21135 Erwin Street
Woodland Hills, California 91367

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
DATAMETRICS CORPORATION.

The undersigned hereby appoints Daniel P. Ginns and Adrien A. Maught,
Jr., and each of them, as proxies, each with full power of substitution, to vote
as directed below all of the shares of Common Stock of the Company held or owned
by the undersigned at the Annual Meeting of Shareholders to be held at the
Hilton and Towers at Warner Center, 6360 Canooga Avenue, Woodland Hills,
California 91367, on May 20, 1997 at 10:00 a.m., local time, and any
adjournments thereof, hereby revoking any proxies heretofore given.

1. ELECTION OF DIRECTORS: FOR all nominees listed below [ ]
(except as set forth to the contrary below)

WITHHOLD AUTHORITY to vote for all nominees listed below [ ]

Daniel P. Ginns, Adrien A. Maught, Jr., Douglas S. Friedenberg,
James Haber and Stephen R. Gass

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)

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

2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE, FROM 20,000,000 SHARES TO 40,000,000
SHARES.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO PROVIDE FOR THE BOARD OF DIRECTORS TO BE DIVIDED INTO
THREE CLASSES AND TO ADOPT RELATED PROVISIONS.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP as the
independent certified public accountants of the Company for the fiscal
year ending October 26, 1997.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. In their discretion, the proxies are authorized to vote upon any other
business which properly comes before the Annual Meeting and any
adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF ALL NOMINEES AND FOR PROPOSALS NO. 2, 3 AND 4.

Please sign exactly as your name appears on your proxy card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.

PLEASE MARK, SIGN, DATE AND MAIL THE CARD IN
THE ENCLOSED ENVELOPE.

DATED: , 1997 Signature:
------------------ -----------------------------------