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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: Datametrics Corp.
Title of Class of Securities: Common Stock
CUSIP Number: 0002380851
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James Haber
609 Fifth Avenue, Suite 912
New York, New York 10017
(Date of Event which Requires Filing of this Statement)
July 10, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement X. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 0002380851
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James Haber S.S. ####-##-####
2. Check the appropriate box if a member of a group
a.
b. X
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
422,500
8. Shared Voting Power
52,000
9. Sole Dispositive Power
422,500
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10. Shared Dispositive Power
52,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
474,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
X
13. Percent of Class Represented by Amount in Row (11)
3.9%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock (the
"Common Stock") of Datametrics Corp. ("Datametrics"). The
Company's principal executive office is located at 21135 Erwin
Street, Woodland Hills, California 91367.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Mr. James
Haber. Mr. Haber is the sole general partner of Infiniti
Investment Fund, L.P., which is an investment limited partnership
(the "Partnership"), and has investment discretion over two
offshore funds and a managed account. Mr. Haber may also be
deemed to have investment discretion over certain other managed
accounts. Mr. Haber's business address is 609 Fifth Avenue,
Suite 912, New York, New York 10017.
Mr. Haber has not during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). Mr. Haber has not during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Mr. Haber is a citizen of the United States of America.
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Haber beneficially owns
474,500 shares of Datametrics' Common Stock (the "Shares"). The
Shares are held by the Partnership, the offshore funds, and the
managed accounts over which Mr. Haber has investment discretion.
The Shares were purchased on the open market at an approximate
aggregate cost of $3,637,531. The funds for the purchase of
Shares held in the Partnership, of which Mr. Haber is the sole
General Partner, came from capital contributions to the
Partnership by its general and limited partners. The funds for
the purchase of the shares held in the offshore funds, over which
Mr. Haber has investment discretion, came from the offshore
fund's shareholders. The funds for the purchase of the Shares
held in the managed account, over which Mr. Haber has investment
discretion, came from the managed account's own funds. No
leverage was used to purchase the Shares.
Item 4. PURPOSE OF TRANSACTION
The Shares owned by Mr. Haber were acquired for, and are
being held for, investment purposes. Mr. Haber may acquire
additional shares of Common Stock, dispose of all or some of the
Shares from time to time, in each case in open market
transactions, block sales or purchases or otherwise, or may
continue to hold the Shares.
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Mr. Haber does not have any plan or proposal which
relates to, or would result in, any of the actions enumerated in
Item 4 of the instructions to Schedule 13D. However, Mr. Haber
reserves the right to discuss company business with management,
make proposals to management and/or take other actions to
influence the management of Datametrics should he deem such
actions appropriate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Haber is the beneficial owner
of 474,500 shares of Datametrics' Common Stock. Based on
information provided by the management of Datametrics, there are
believed to be 12,195,197 shares of Datametrics' Common Stock
outstanding. Therefore, Mr. Haber beneficially owns 3.9% of
Datametrics' outstanding shares of Common Stock. Mr. Haber has
the power to vote, direct the vote, dispose of or direct the
disposition of the shares of Datametrics' Common Stock that he
currently beneficially owns. Mr. Haber may also be deemed to
beneficially own an additional 428,700 of the shares of
Datametrics' Common Stock, however, Mr. Haber disclaims
beneficial ownership with respect to such shares representing
3.5% of Datametrics' outstanding shares of Common Stock.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Mr. Haber does not have any contractual arrangement,
understanding or relationship with any person with respect to the
Common Stock of Datametrics.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is a description of the
transactions in the shares of Datametrics' Common Stock held in
the investment partnership, offshore funds and managed account
Mr. Haber has investment discretion over and certain other
managed accounts with respect to which Mr. Haber disclaims
beneficial ownership.
Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
July 10, 1996
/s/ James Haber
________________________________
James Haber
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01637001.AA5
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EXHIBIT A
Daily Transactions -
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Trade Date Number of Shares Price Per Share Value
Purchased or Sold
__________ ________________ _______________ _____
5/13/96 1,000 (pur.) 8.29 $ 8,290
5/14/96 10,000 (pur.) 7.56 $ 75,600
5/14/96 10,000 (pur.) 8.04 $ 80,400
5/14/96 10,000 (pur.) 7.68 $ 76,800
5/30/96 10,550 (pur.) 6.87 $ 72,478.50
5/31/96 500 (pur.) 7.05 $ 3,525
5/31/96 1,000 (pur.) 7.18 $ 7,180
6/13/96 25,000 (pur.) 6.81 $ 170,250
6/21/96 5,000 (pur.) 6.79 $ 33,950
6/25/96 5,000 (pur.) 6.625 $ 33,125
6/26/96 10,000 (pur.) 6.125 $ 61,250
6/26/96 10,000 (pur.) 6.17 $ 61,200
6/28/96 35,000 (pur.) 5 $ 175,000
6/28/96 5,000 (pur.) 5.06 $ 25,300
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01637001.AA5
