DATAMETRICS CORP
8-K/A, 1998-05-21
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
                                          
                                     FORM 8-K/A
                                          
                                   CURRENT REPORT
       PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                          
          Date of Report (Date of earliest event reported): April 23, 1998
                                          
                              DATAMETRICS CORPORATION
               (Exact name of registrant as specified in its charter)
                                          
                                      DELAWARE
                   (State or other jurisdiction of incorporation)
                                          

                 0-8567                                95-3545701
        (Commission File Number)            (IRS Employer Identification No.)

                                          
                   26604 Agoura Road, Calabasas, California 91302
            (Address of principal executive offices, including zip code)
                                          
                                  (818) 871-0300
                (Registrant's telephone number, including area code)
                                          

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     This Form 8-K/A amends and completes the Registrant's Form 8-K that was
filed with the Securities and Exchange Commission on April 30, 1998.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.


            Exhibit
              No.                         Document Description
            -------      ---------------------------------------------------
             16.1        Letter of Deloitte & Touche LLP dated May 8, 1998
                         regarding its comments to the statements made by
                         Registrant in Item 4 of Registrant's Form 8-K filed
                         with the Securities and Exchange Commission on April
                         30, 1998.

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                                      SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              DATAMETRICS CORPORATION

Date: May 21, 1997
                              By:    \s\ Dan Ginns         
                                     ----------------------
                                     Chief Executive Officer

<PAGE>

                                    EXHIBIT INDEX

               Exhibit
                 No.                        Document Description
               --------       ----------------------------------------------
                16.1          Letter of Deloitte & Touche LLP dated May 8,
                              1998 regarding its comments to the statements
                              made by Registrant in Item 4 of Registrant's
                              Form 8-K filed with the Securities and Exchange
                              Commission on April 30, 1998.


<PAGE>

                                                                  EXHIBIT 16.1

                        [LETTERHEAD OF DELOITTE & TOUCHE LLP]


May 8, 1998

Securities and Exchange Commission
450 5th Street, NW - Mail Stop 9-5
Washington, D.C. 20549


Dear Sirs/Madams:

We have read Item 4 of Form 8-K of Datametrics Corporation dated April 29, 
1998 and have the following comments:

With respect to Item 4.(a)(1)(i):

We have no basis to agree or disagree with the statements in the first 
paragraph.  With respect to the statements in the last sentence of the second 
paragraph, during the last fiscal year, Deloitte & Touche LLP concluded that 
certain spare and repair parts inventories that Datametrics Corporation does 
not expect to sell within one year should be classified as noncurrent assets. 
We have no basis to agree or disagree with the other statements in the 
second paragraph.

With respect to Item 4.(b):

We agree with the statements contained in the first, second, third, fourth 
(except for the last sentence) and sixth paragraphs.  We have no basis to 
agree or disagree with the statements contained in the last sentence of the 
fourth paragraph and in the fifth paragraph.

Yours truly,

/s/ Deloitte & Touche LLP


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