SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

DENSE-PAC MICROSYSTEMS, INC.
- - --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / 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:

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(4) Date Filed:

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2
DENSE-PAC MICROSYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 4, 1995

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

To The Shareholders:

The Annual Meeting of Shareholders of Dense-Pac Microsystems, Inc. (the
"Company") will be held at the Company's offices at 7321 Lincoln Way, Garden
Grove, California, on August 4, 1995, at 10:00 a.m. for the following purposes:

1. To elect four directors to serve until the next Annual Meeting
of Shareholders or until their successors are duly elected and
qualified. The Board of Directors' nominees are James G.
Turner, Roger G. Claes, Trude C. Taylor and Bob Southwick; and

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

The Board of Directors has fixed the close of business, June 20, 1995,
as the record date for determination of shareholders entitled to notice of and
to vote at the Annual Meeting.

EVEN THOUGH YOU MAY EXPECT TO BE PERSONALLY PRESENT AT THE MEETING,
PLEASE BE SURE THAT THE ENCLOSED PROXY CARD IS PROPERLY COMPLETED, DATED, SIGNED
AND RETURNED WITHOUT DELAY IN THE ACCOMPANYING ENVELOPE TO WHICH NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES.

WILLIAM M. STOWELL
Secretary

June 28, 1995

DENSE-PAC MICROSYSTEMS, INC.
7321 Lincoln Way
Garden Grove, California 92641

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

PROXY STATEMENT

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

GENERAL INFORMATION

SOLICITATION, REVOCATION AND VOTING OF PROXIES

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Dense-Pac Microsystems, Inc. (the
"Company"), for use at the Annual Meeting of Shareholders to be held at 10:00
a.m. on August 4, 1995, at the Company's offices at 7321 Lincoln Way, Garden
Grove, California, and at any and all adjournments thereof. It is anticipated
that this Proxy Statement and accompanying proxy will first be mailed to
shareholders on or about June 28, 1995.

The accompanying proxy, if properly executed and returned, will be
voted as specified by the shareholder or, if no vote is indicated, the proxy
will be voted FOR the Board's nominees for director. As to any other matter of
business which may be brought before the Meeting, a vote may be cast pursuant to
the accompanying proxy in accordance with the judgment of the persons voting the
same, but management does not know of any such other matter of business. A
shareholder may revoke his proxy at any time prior to the voting of shares by
voting in person at the Meeting or by filing with the Secretary of the Company a
duly executed proxy bearing a later date or an instrument revoking the proxy.

The costs of solicitation of proxies will be paid by the Company. In
addition to soliciting proxies by mail, the Company's officers, directors and
other regular employees, without additional compensation, may solicit proxies
personally or by other appropriate means. Banks, brokers, fiduciaries and other
custodians and nominees who forward proxy soliciting material to their
principals will be reimbursed their customary and reasonable out-of-pocket
expenses.

RECORD DATE AND VOTING RIGHTS

Only shareholders of record of the Company's no par value Common Stock
as of the close of business on June 20, 1995 will be entitled to vote at the
Meeting. On June 20, 1995, there were outstanding 14,631,031 shares of Common
Stock, which constituted all of the outstanding voting securities of the
Company, each of which is entitled to one vote per share. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at the Meeting. Abstentions and broker non-votes are counted as present for
purposes of determining the existence of a quorum.

In the election of directors only, each shareholder has the right to
cumulate his votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of shares he is entitled to
vote, or to distribute his votes on the same principle among as many candidates
as he sees fit. No shareholder is entitled to cumulate votes unless the name of
the candidate or candidates for whom such votes would be cast has been placed in
nomination prior to the voting and any shareholder has given notice at the
meeting prior to the voting of such shareholder's intention to cumulate his
votes. The candidates receiving the highest number of affirmative votes, up to
the number of directors to be elected, will be elected directors. Broker
non-votes and votes withheld have no legal effect.

If voting for directors is conducted by cumulative voting, the persons
named on the enclosed proxy will have discretionary authority to cumulate votes
among the nominees with respect to which authority was not withheld or, if the
proxy either was not marked or was marked for all nominees, among all nominees.
In any case, the proxies may be voted for less than the entire number of
nominees if any situation arises which, in the opinion of the proxy holders,
makes such action necessary or desirable.

ELECTION OF DIRECTORS

The four directors to be elected at the Annual Meeting will hold office
until the next Annual Meeting of Shareholders and until the election of their
respective successors. All proxies received by the Board of Directors will be
voted for the nominees listed below if no direction to the contrary is given. In
the event that any nominee is unable or declines to serve, an event that is not
anticipated, the proxies will be voted for the election of any nominee who may
be designated by the Board of Directors.

The nominees for director are:

Name Age Principal Occupation
--------------- --- --------------------------------------

James G. Turner 56 Chairman of the Board, Chief Executive
Officer

Roger G. Claes 49 Managing Director, Euroventures
Benelux, B.V.

Trude C. Taylor 74 Consultant, TC Associates

Bob Southwick 61 Electronics Consultant

Mr. Turner was elected Chairman of the Board and Chief Executive
Officer of the Company in April 1987. From 1981 to April 1987, Mr. Turner was
President of Titan Severe Environment Systems Company, a manufacturer of
computer memories and subsystems for the worldwide aerospace industry.

Mr. Claes was elected a director of the Company in August 1989. Since
1987, Mr. Claes has been a partner and managing director of Euroventures Benelux
Team B.V. which manages Euroventures Benelux I B.V. and Euroventures Benelux II
B.V., European venture capital funds which are principal shareholders of the
Company. Mr. Claes has also been a Managing Director of Euroventures Benelux I
B.V. since 1988. From 1982 until 1986, Mr. Claes served as General Manager of
GTE Precision Metals in Belgium.

Mr. Taylor, a director of the Company since August 1989, is the
principal of TC Associates, a management consulting firm. He has served as a
Trustee of Harvey Mudd College, Claremont, California, and a director of
Plantronics, Inc. since 1970. From 1984 to 1988, Mr. Taylor was Chairman of the
Board of Zehntel, Inc., a manufacturer of automatic test equipment for
subsystems and printed circuit assemblies, where he also served as Chief
Executive Officer from 1984 to 1986.

Mr. Southwick was elected a director of the Company in April 1990. For
over 10 years, Mr. Southwick has been an independent consultant to the
electronics industry, specializing in the areas of technology applications,
market research, product development and manufacturing processes.

INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS

The Company's Board of Directors held five meetings during the fiscal
year ended February 28, 1995. The members of the Audit Committee and the
Compensation Committee are Trude C. Taylor and Bob Southwick. The Audit
Committee is responsible for periodically reviewing the financial condition, and
the results of audit examinations, of the Company with its independent
accountants. The Audit Committee met once during the last fiscal year. The
responsibilities of the Compensation Committee include reviewing and
recommending to the Board the compensation, bonuses and employee benefits of
senior management. The Compensation Committee did not meet during the last
fiscal year. The Company also has a Stock Option Committee which is responsible
for administering the Company's stock option plans. The members of the Committee
are Roger Claes and Trude C. Taylor. The Stock Option Committee met three times
during the last fiscal year. The Company does not have a nominating committee.

DIRECTORS' COMPENSATION

The Company pays its non-employee directors $1,000 for each Board
meeting attended and $300 for each Committee meeting attended which is not held
on the same day as a Board meeting, and reimburses out-of-pocket expenses for
attending such meetings.

EXECUTIVE OFFICERS

The Company's executive officers are as follows:

Name Age Position
------------------ --- --------------------------------------------

James G. Turner 56 Chairman of the Board and Chief Executive
Officer

Floyd K. Eide 59 Chief Operating Officer

William M. Stowell 39 Vice President-Finance, Chief Financial
Officer and Secretary

Randall J. Greene 34 Vice President-Quality, Reliability and
Program Management

For information regarding Mr. Turner's business experience, see
"Election of Directors."

Mr. Eide joined the Company in November 1987 as Vice President of
Engineering and he was elected Chief Operating Officer in January 1989. From
1982 until November 1987, he was a section manager at Northrop Electronics. Mr.
Eide holds an M.S. in semiconductor physics and has been involved for 20 years
in research and development, engineering and operations within the semiconductor
industry.

Mr. Stowell joined the Company in July 1987. He served as Chief
Financial Officer for Hughes Enterprises, an advertising and retail company,
from April 1985 until July 1987 and as an audit manager at Price Waterhouse from
September 1978 to April 1985.

Mr. Greene joined the Company in September 1993 as manager of quality
assurance. He was elected a Vice President in August 1994. From September 1990
through August 1993, Mr. Greene was principal ASIC engineer at Western Digital
Corporation, a semiconductor and disk drive manufacturer.

Officers serve at the discretion of the Board of Directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides compensation information for fiscal years
1995, 1994 and 1993 with respect to each of the Company's executive officers
whose total salary and bonus exceeded $100,000 in fiscal year 1995 (the "Named
Officers").

Long-term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Fiscal Underlying All Other
Principal Position Year Salary(1) Bonus(2) Options (#) Compensation(3)
- - ------------------------- ---- --------- -------- ----------- ---------------

James G. Turner, 1995 $137,519 $ 5,375 56,250 (4) $3,100
Chief Executive Officer 1994 178,970 29,373 200,000 2,812
1993 141,429 0 0 950

Floyd K. Eide, 1995 113,504 4,479 56,250 (4) 2,051
Chief Operating Officer 1994 138,040 40,778 100,000 1,656
1993 120,459 0 36,000 0

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

(1) Under the Company's variable compensation plan, employees who have a
base salary of $30,000 or greater receive reduced salary during each
quarter that the Company's income before taxes represents less than 2%
of beginning shareholders' equity. In each quarter in which income
before taxes exceeds 2% of beginning shareholders' equity, the Company
is required to pay additional salary up to a maximum of 100% of each
employee's base salary. Includes amounts deferred under the Company's
401(k) Plan.

(2) The Management Bonus Plan provides for a bonus of up to 50% of base
salary based on three performance criteria. The bonus is an amount
equal to the sum of (i) 2% of base salary for every $1.5 million of
fiscal year bookings that exceeded the prior fiscal year bookings
(maximum 15% of base salary), (ii) 2% of base salary for every $1.2
million of fiscal year shipments that exceeded the prior fiscal year
shipments (maximum 15% of base salary) and (iii) 2% of base salary for
every $250,000 of fiscal year profits. The fiscal 1994 bonus amount for
Mr. Eide includes a $16,300 discretionary bonus in an amount equal to
the voluntary salary reduction which he agreed to in prior years in
excess of that required under the variable compensation plan described
in Note 1.

(3) In fiscal year 1995, represents $1,040 of premiums paid for health
insurance for Mr. Turner and Company contributions to the 401(k) Plan
for the accounts of Messrs. Turner and Eide of $2,060 and $2,051,
respectively.

(4) These options were granted in connection with the cancellation of
75,000 options granted in fiscal year 1994. See "Report of the Stock
Option Committee on Option Replacement Program."

FISCAL YEAR 1995 OPTION GRANTS

Shown below is information regarding stock options granted to the Named
Officers during fiscal year 1995.

Number of
Securities % of Total
Underlying Options Granted to Exercise
Options Employees in Price Per Expiration
Name Granted (1) Fiscal Year Share (2) Date
- - ---------------- ----------- -------------------- ---------- ----------

James G. Turner 56,250 20% $1.59 8-1-04

Floyd K. Eide 56,250 20% 1.59 8-1-04

- - ---------------
(1) The options vest in 25% installments beginning one year after the grant date
and are subject to earlier termination in the event of termination of
employment, death and certain corporate events. Under the terms of the 1985
Stock Option Plan, the Stock Option Committee may, subject to Plan limits,
modify the terms of outstanding options, including the exercise price and
vesting schedule. These options were granted in connection with the
cancellation of 75,000 options granted to each Named Officer in the prior
fiscal year. See "Report of the Stock Option Committee on Option Replacement
Program."

(2) Fair market value of the Common Stock on the grant date.

FISCAL YEAR-END OPTION VALUES

Shown below is information regarding values of unexercised stock
options held by the Named Officers at February 28, 1995. The Named Officers did
not exercise any stock options in fiscal year 1995.

Number of Securities Underlying
Unexercised Options Held at Value of Unexercised In-the-Money
Name Fiscal Year-End Options at Fiscal Year-End (1)
- - ---------------- ------------------------------- ---------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

James G. Turner 31,250 150,000 $ 0 $ 24,750

Floyd K. Eide 132,250 129,000 203,889 102,376

- - ---------------
(1) For stock options with exercise prices which are less than $2.03 per share,
represents the difference between the market value on February 28, 1995
($2.03) and the exercise price.

REPORT OF THE STOCK OPTION COMMITTEE ON OPTION REPLACEMENT PROGRAM

On August 2, 1994, the Stock Option Committee approved a stock option
replacement program whereby employees (including executive officers) holding
Company stock options with exercise prices of $3.03 per share were offered the
opportunity to receive a lesser number of new stock options with an exercise
price of $1.59 per share (the "new options") in exchange for the cancellation of
the higher-priced options (the "cancelled options"). The cancelled options had
been granted in August 1993. This program was instituted because the Stock
Option Committee determined that the decline in the market price of the
Company's Common Stock had eroded the incentive value of the cancelled options.

The Committee believed that granting options at the current market price
would bolster employee morale and provide additional incentives to employees.
However, instead of simply granting additional lower-priced stock options (which
would have been possible due the number of options available for grant under the
1985 Stock Option Plan), the Stock Option Committee decided to condition the
grant of the new options on the cancellation of outstanding higher-priced
options. The Committee also decided that in light of the lower exercise price,
it would be appropriate to reduce the number of new options granted in exchange
for the cancelled options. Thus, the Committee approved the grant of a number of
new options equal to 75% of the number of cancelled options.

A total of seven persons (including three executive officers) agreed to
accept the new options, resulting in the grant of a total of 198,750 new options
(including 168,750 new options granted to executive officers) and the
cancellation of 265,000 stock options (including 225,000 options held by
executive officers). The number of cancelled options represented about 25% of
the then outstanding options. The new options have a term of ten years and
commence a new vesting schedule at the same rate as the vesting schedule of the
cancelled options, that is, 25% per year beginning one year after the grant
date.

The Stock Option Committee: Roger Claes, Trude C. Taylor

CERTAIN TRANSACTIONS

On October 12, 1994, the Company entered into a Loan Agreement with
Euroventures Benelux II B.V., a Netherlands corporation ("Euroventures"), and
Trude C. Taylor, a director of the Company. Under the Loan Agreement, the
Company borrowed $1,800,000 from Euroventures and $200,000 from Mr. Taylor. The
loan is due in five years and provides for quarterly interest payments at the
rate of 8% per annum. The loan is secured by all of the Company's assets. As
additional consideration for the loan, the lenders received five year warrants
to purchase an aggregate of 1,000,000 shares of Common Stock (900,000 warrants
were issued to Euroventures and 100,000 warrants were issued to Mr. Taylor) at
an exercise price of $2.00 per share. If at any time the Company sells any
Common Stock, other than pursuant to employee benefit plans or previously
outstanding warrants, at a price less than $2.00 per share, the warrant exercise
price will be reduced to equal such lower price. If at any time

during the term of the warrants the market price of the Company's Common Stock
equals or exceeds $4.50 per share for 20 consecutive trading days, the Company
has the right, on 30 days written notice, to redeem the warrants at a price of
$.01 per warrant. The Company agreed to file a Registration Statement to permit
the resale of the shares obtained upon exercise of the warrants and to keep such
Registration Statement effective for a period of five years. The Company also
paid the lenders' legal fees incurred in connection with the loan transaction in
the amount of $8,328.

Euroventures is a major shareholder of the Company. See "Ownership of Common
Stock." Roger Claes, a director of the Company, is a partner and managing
director of Euroventures Benelux Team B.V., which manages Euroventures.

OWNERSHIP OF COMMON STOCK

The following table sets forth certain information as of June 20, 1995, with
respect to ownership of the Company's Common Stock by (i) each person who is
known by the Company to own beneficially 5% or more of the Common Stock, (ii)
each Named Officer and director of the Company and (iii) all executive officers
and directors of the Company as a group.

Shares Beneficially Percentage
Name* Owned Ownership
- - ----------------------------------------- ------------------- ----------

Euroventures Benelux Team B.V. 6,440,980 (1) 41.5%
Joh. Vermeerplein 9(I), 1071 DV Amsterdam
The Netherlands

Euroventures Benelux II B.V. 3,290,375 (2) 21.2%
Joh. Vermeerplein 9(I), 1071 DV Amsterdam
The Netherlands

Euroventures Benelux I B.V. 3,150,605 21.5%
Joh. Vermeerplein 9(I), 1071 DV Amsterdam
The Netherlands

BeneVenture Founders 1,874,577 12.8%
Risicokapitaalfonds II N.V.
Regentlaan 54 Bus 2
1000 Brussels, Belgium

James G. Turner 398,563 (3) 2.7%

Roger Claes 0 (4) --

Trude C. Taylor 353,167 (5) 2.4%

Bob Southwick 12,500 (6) **

Floyd Eide 192,188 (7) 1.3%

8
11

All executive officers and 1,158,481 (8) 7.6%
directors as a group (7 persons)

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

* Includes addresses of 5% or more shareholders.
** Less than 1%.

(1) Includes the shares owned by Euroventures Benelux I B.V. and Euroventures
Benelux II B.V., which are widely held venture capital funds. Euroventures
Benelux Team B.V. is the investment manager of both such funds and has
voting and dispositive power over their shares of the Company's Common
Stock. See Notes (2) and (4).

(2) Includes 900,000 shares subject to currently exercisable warrants. See Notes
(1) and (4).

(3) Includes 76,563 shares subject to options which are exercisable within 60
days.

(4) Mr. Claes is managing director of Euroventures Benelux I B.V. and a partner
and managing director of Euroventures Benelux Team B.V. See Note (1).

(5) Includes 127,500 shares subject to options and warrants which are
exercisable within 60 days.

(6) Represents 12,500 shares subject to options which are exercisable within 60
days.

(7) Represents 192,188 shares subject to options which are exercisable within 60
days.

(8) See Notes (3) through (7) above. Also includes 46,000 shares owned and
156,063 shares subject to options which are exercisable within 60 days held
by officers not named in the foregoing table.

SECTION 16 REPORTS

In fiscal year 1995, BeneVenture Founders Risicokapitaalfonds II N.V. did
not timely file a Form 4 pursuant to Section 16(a) of the Securities Exchange
Act of 1934, as amended, to report one transaction in the Company's Common
Stock. In making these disclosures, the Company has relied solely on written
representations of its directors, executive officers and 10% shareholders and
copies of the reports that they have filed with the Securities and Exchange
Commission.

AUDITORS OF THE COMPANY

The Company's independent certified public accountants for the fiscal year
ended February 28, 1995 were Deloitte & Touche, which firm the Company intends
to appoint for the current fiscal year. A representative of Deloitte & Touche is
expected to be present at the Meeting with the opportunity to make a statement
if he so desires and to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Any shareholder intending to submit to the Company a proposal for inclusion
in the Company's Proxy Statement and proxy for the 1996 Annual Meeting must
submit such proposal so that it is received by the Company no later than
February 28, 1996.

DISCRETIONARY AUTHORITY

While the Notice of Annual Meeting of Shareholders calls for the transaction
of such other business as may properly come before the meeting, the Board of
Directors has no knowledge of any matters to be presented for action by the
shareholders other than as set forth above. The enclosed proxy gives
discretionary authority, however, in the event any additional matters should be
presented.

WILLIAM M. STOWELL
Secretary

June 28, 1995

10
13

DENSE-PAC MICROSYSTEMS, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

AUGUST 4, 1995

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and
appoints JAMES G. TURNER and WILLIAM M. STOWELL, and each of them, the attorneys
and proxies of the undersigned with full power of substitution to appear and to
vote all of the shares of Common Stock of Dense-Pac Microsystems, Inc. held of
record by the undersigned on June 20, 1995 at the Annual Meeting of Shareholders
to be held on August 4, 1995, or any adjournment thereof, as designated below:

(1) ELECTION OF DIRECTORS: / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated to the contrary to vote for all nominees listed
below) below

Roger Claes, Bob Southwick, Trude C. Taylor, James G. Turner

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

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

(2) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.

(Continued and to be signed on the other side)

(Continued from reverse side)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DENSE-PAC
MICROSYSTEMS, INC. IF NO VOTE IS INDICATED, THIS PROXY WILL BE VOTED WITH
AUTHORITY FOR THE ELECTION OF DIRECTORS.

YOU ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THIS PROXY IN THE ENVELOPE
PROVIDED. IT IS IMPORTANT FOR YOU TO BE REPRESENTED AT THE MEETING. THE
EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
PRESENT AT THE MEETING.

IMPORTANT: Please sign exactly as your name or names appear on the share
certificates, and when signing as an attorney, executor, administrator, trustee
or guardian, give your full title as such. If the signatory is a corporation,
sign the full corporate name by duly authorized officer, or if a partnership,
sign in partnership name by authorized person.
Date: , 1995
-------------
Signature:
--------------

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