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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. 1 )*
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)
December 31, 1997
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
1,311,600
8. Shared Voting Power
9. Sole Dispositive Power
1,311,600
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10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,311,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
X
13. Percent of Class Represented by Amount in Row (11)
9.8%
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 principal of the general partner of
Infiniti Investment Fund, L.P., which is an investment limited
partnership (the "Partnership"). Mr. Haber also has investment
discretion over Tendencia Overseas Fund, Ltd., which is an
offshore fund (the "Offshore Fund"). 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 is deemed to
beneficially own 1,311,600 shares of Datametrics' Common Stock
(the "Shares"), which includes warrants convertible into 100,000
shares of Common Stock at the option of Mr. Haber. The Shares
are held by the Partnership, the Offshore Fund, and Mr. Haber.
The Shares were purchased on the open market at an approximate
aggregate cost of $3,846,775. The funds for the purchase of
Shares held in the Partnership 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 Fund, over
which Mr. Haber has investment discretion, came from the Offshore
Fund's shareholders. The Shares held by Mr. Haber, a director of
Datametrics, were given to him by Datametrics in lieu of
directors fees for board meetings. No leverage was used to
purchase the Shares.
Item 4. PURPOSE OF TRANSACTION
The Shares deemed to be beneficially 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,
as a director of Datametrics, 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 deemed to be the
beneficial owner of 1,311,600 shares of Datametrics' Common
Stock, which includes warrants convertible into 100,000 shares of
Common Stock at the option of Mr. Haber. Based on information
provided by the management of Datametrics, there are believed to
be 13,383,162 shares of Datametrics' Common Stock outstanding.
Therefore, Mr. Haber beneficially owns 9.8% 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.
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.
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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 Partnership, the Offshore Fund and by Mr. Haber.
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.
January 8, 1998
/s/ James Haber
________________________________
James Haber
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01637001.AB3
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EXHIBIT A
Daily Transactions -
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Trade Date Number of Shares Price Per Share Value
Purchased or Sold
__________ ________________ _______________ _____
12/10/97 11,200 (pur.) 2.2902 $ 26,098
12/11/97 29,500 (pur.) 2.2109 $ 66,401
12/15/97 2,000 (pur.) 2.1875 $ 4,455
12/18/97 3,000 (pur.) 2.1875 $ 6,683
12/19/97 5,000 (pur.) 2.0625 $ 10,513
12/23/97 25,000 (pur.) 2.125 $ 54,125
12/26/97 10,000 (pur.) 2.125 $ 21,650
12/29/97 10,000 (pur.) 2 $ 20,400
12/30/97 4,240 (pur.) 2 $ 8,650
12/31/97 100,100 (pur.) 2.3967 $ 243,914
12/31/97 1,500 (pur.) 2.75 $ 4,215
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01637001.AB3
