DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
5 Sylvan Way
Parsippany, NJ 07054
March 8, 1996
Dear Stockholder:
As of March 7, 1996, your proxy had not yet been
received for the Special Meeting of Stockholders of
Diagnostic/Retrieval Systems, Inc. (the "Company").
Your Board of Directors has determined that
converting each outstanding share of Class A and Class B
common stock into a new single class of common stock is in
the best interests of the Company. Also under consideration
at the Special Meeting are other changes to the Certificate
of Incorporation and By-Laws. The reclassification of the
shares is conditioned upon the approval of these other
changes which are designed to put into effect measures which
will protect the Company from takeovers and related actions
which are not in the best interests of all shareholders.
The Board has approved each of the proposals and
recommends that stockholders vote FOR approval. Your vote
is important, regardless of the number of shares you own.
Additional information is contained in the Proxy
Statement previously sent to you. If you have any questions
or need an additional copy of the Statement, please call
MacKenzie Partners, Inc., who is assisting us with the
solicitation at (800) 322-2885 (toll-free).
TIME IS SHORT. EVEN IF YOU EXPECT TO ATTEND THE
SPECIAL MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED DUPLICATE PROXY IN THE POSTAGE PAID ENVELOPE AS
SOON AS POSSIBLE.
We appreciate your prompt attention to voting your
shares and thank you for your continued interest in your
Company.
Sincerely,
Mark S. Newman
Chairman of the Board,
President and Chief
Executive Officer
