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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. 2 )*
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
777 Longridge Road
Stamford, CT 06902
(203) 329-5663
(Date of Event which Requires Filing of this Statement)
August 1, 1998
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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
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
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
United States
7. Sole Voting Power
725,800
8. Shared Voting Power
9. Sole Dispositive Power
725,800
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10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
725,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.6%
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 25B Hanover
Road, Florham Park, New Jersey 07932.
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's business address is
777 Longridge Road, Stamford, CT 06902.
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 725,800 shares of Datametrics' Common Stock (the
"Shares"), which includes warrants convertible into 115,000
shares of Common Stock at the option of Mr. Haber. The Shares
are held by the Partnership and Mr. Haber. The Shares were
purchased on the open market at an approximate aggregate cost of
$1,923,401. 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 Shares held by Mr. Haber,
who was until recently 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.
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,
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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 725,800 shares of Datametrics' Common Stock,
which includes warrants convertible into 115,000 shares of Common
Stock at the option of Mr. Haber. Mr. Haber no longer has
investment discretion over Tendencia Overseas Fund, Ltd. and
therefore no longer is the beneficial owner of any shares of
Datametrics' Common Stock held by Tendencia Overseas Fund, Ltd.
Based on information provided by the management of Datametrics,
there are believed to be 15,557,830 shares of Datametrics' Common
Stock outstanding. Therefore, Mr. Haber beneficially owns 4.6%
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. No transactions were effected by
Mr. Haber or the Partnership within the last 60 days.
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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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.
September 25, 1998
/s/ James Haber
________________________________
James Haber
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01637001.AB8
