UNIT INSTRUMENTS INC
DEFA14A, 1997-10-15
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_] 

Check the appropriate box:

[_]  Preliminary Proxy Statement        [_]  Confidential, for use of the 
                                             Commission only (as permitted by
                                             Rule 14a-b(e)(2))
[_]  Definitive Proxy Statement 

[X]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                            UNIT INSTRUMENTS, INC.
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               (Name of Registrant as Specified In Its Charter)

                            UNIT INSTRUMENTS, INC.
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                  (Name of Person(s) Filing Proxy Statement)

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11:

   
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     2) Aggregate number of securities to which transaction applies:

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     3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11.*

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     4) Proposed maximum aggregate value of transaction:

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*Set forth the amount on which the filing fee is calculated and state how it was
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[_]  Fee paid previously with preliminary materials.
     
[_]  Check box if any part of the fee is offset as provided by Exchange
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                                  October 8, 1997
                                         


To the Shareholders of Unit Instruments, Inc.

     On September 3, 1997, A. Wade Blackman resigned from the Registrant's Board
of Directors.  Mr. Blackman had not been nominated for reelection to the Board 
at the Registrant's next Annual Meeting of Shareholders, to be held on October 
24, 1997.  In his letter of resignation, Mr. Blackman stated that the reason for
his resignation was that the Board of Directors of the Company had adopted 
certain policies regarding the strategic direction of the Company which are 
incompatible with Mr. Blackman's belief that the Company should be sold at 
auction immediately.  Mr. Blackman further asserted that the Company's Board of 
Directors had approved the sale of the Company, but that this approval was not 
reflected correctly in the minutes of the meetings of the Company's Board of 
Directors.

     The Company believes that Mr. Blackman's contentions are misleading and 
factually inaccurate, and its election to not respond to each such contention 
should not be construed as agreement therewith.  The Company believes that the 
minutes of the meetings of its Board of Directors accurately set forth all 
actions taken therein, and all such minutes have been duly approved as to form 
and content by the Company's Board of Directors.  As previously reported, the 
management of the Company, as well as a majority of the Company's Board of 
Directors, favor the ongoing examination of all strategic alternatives to 
maximize shareholder value, rather than the immediate sale of the Company at 
auction.

     If you have any questions regarding the foregoing, please feel free to call
me or Gary Patten, the Company's Chief Financial Officer, at (714) 921-2640.


                                       Sincerely,

                                       /s/Michael J. Doyle

                                       Michael J.  Doyle
                                       President and Chief Executive Officer


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