<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended           June 30, 1997                
                               ---------------------------------------

                                       OR

| |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

For the transition period from                   to                  
                                ----------------     ----------------
Commission file no. 0-6272

                                   DATUM INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     95-2512237
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                       Identification No.

     9975 TOLEDO WAY, IRVINE, CA                            92618-1819
(Address of principal executive offices)                    (Zip code)

                                 (714) 380-8880
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

      Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.

YES   X   .  NO       .
    -----       -----

      The registrant had 5,234,603 shares of common stock outstanding as of June
30, 1997.

      Total number of sequentially numbered pages contained herein are:
                                                                        -------





                                       -1-

<PAGE>   2



                                      INDEX




<TABLE>
<S>                                                                        <C>
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements................................................ 3

Item 2.   Management's Discussion and
          Analysis of Financial Condition and Results of Operations........... 8


PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders................. 12

Item 6.   Exhibits and Reports on Form 8-K.................................... 12

Signatures.................................................................... 13

Exhibit Index................................................................. 14
</TABLE>






                                       -2-

<PAGE>   3
                          PART I. FINANCIAL INFORMATION


Item 1.      Financial Statements


                           DATUM INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        (In thousands, except share data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                          JUNE 30,        December 31,
A S S E T S                                                 1997              1996
                                                          --------        ------------
<S>                                                       <C>              <C>                
Current assets
     Cash and cash equivalents                            $  7,904           $  1,389           
     Accounts receivable                                    17,522             16,816           
     Inventories
        Purchased parts                                      7,097              7,074
        Work-in-process                                     14,580              9,096
        Finished products                                    5,509              3,100
                                                          --------           --------
                                                            27,186             19,270           
 
     Prepaid expenses                                          372                425           
     Deferred income taxes                                   2,007              2,007           
     Income tax refund receivable                              119                 --           
                                                          --------           --------

               Total current assets                         55,110             39,907

Plant and equipment
     Land                                                    2,040              2,040
     Buildings                                               4,538              4,494
     Equipment                                              17,219             15,685
     Leasehold improvements                                    958                930
                                                          --------           --------
                                                            24,755             23,149           

Less accumulated depreciation and amortization               8,994              7,894           
                                                          --------           --------

                                                            15,761             15,255           
                                                          --------           --------

Excess of purchase price over net assets acquired           12,573             13,020  
Other assets                                                   475                506  
                                                          --------           --------

                                                          $ 83,919           $ 68,688
                                                          ========           ========
</TABLE>


See Notes to Condensed Consolidated Financial Statements



                                      -3-

<PAGE>   4

                           DATUM INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        (In thousands, except share data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                         JUNE 30,       December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                       1997            1996
                                                      -------------     ------------
<S>                                                     <C>              <C>            
Current liabilities
     Accounts payable                                    $   6,950        $   7,542     
     Accrued salaries and wages                              2,855            2,693     
     Accrued warranty                                        1,159            1,434     
     Other accrued expenses                                  1,220            1,119     
     Income taxes payable                                       --            1,049     
     Current portion of long-term debt                          33               41     
                                                         ---------        ---------

               Total current liabilities                    12,217           13,878
                                                         ---------        ---------

Long-term debt                                              17,351           17,318     
                                                         ---------        ---------

Postretirement benefits                                        524              446     
                                                         ---------        ---------

Other long-term liabilities                                    143            1,428     
                                                         ---------        ---------

Deferred income taxes                                          995              995     
                                                         ---------        ---------

Stockholders' equity
     Preferred stock, par value $.25 per share
        Authorized - 1,000,000 shares
        Issued - none                                          --                --
     Common stock, par value $.25 per share
        Authorized - 10,000,000 shares
        Issued -   5,234,603 shares in 1997
                   4,091,291 shares in 1996                  1,309            1,023     
     Additional paid-in capital                             40,712           25,845     
     Retained earnings
        Beginning of period                                  7,956            5,982
        Net income                                           3,160            1,974
                                                         ---------        ---------
        End of period                                       11,116            7,956     

     Cumulative translation adjustment                       (448)            (201)
                                                         ---------        ---------

               Total stockholders' equity                   52,689           34,623
                                                         ---------        ---------

                                                         $  83,919        $  68,688
                                                         =========        =========

</TABLE>


See Notes to Condensed Consolidated Financial Statements



                                      -4-
<PAGE>   5
                           DATUM INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                 Three Months Ended             Six Months Ended
                                                      June 30,                       June 30,
                                              ------------------------       -----------------------
                                                1997            1996           1997           1996
                                              --------        --------       --------       ---------
<S>                                           <C>             <C>            <C>             <C>     
Net sales                                     $ 33,051        $ 20,248       $ 61,775       $  39,850
                                              --------        --------       --------       ---------
Costs and expenses
     Cost of goods sold                         19,616          12,268         37,010          23,979
     Selling                                     4,459           2,946          8,269           5,646
     Product development                         2,555           1,882          4,921           3,915
     General and administrative                  2,695           2,319          5,288           4,620
     Interest expense                              510             577          1,054           1,132
     Interest (income)                            (117)             (1)          (123)             (7)
                                              --------        --------       --------       ---------
                                                29,718          19,991         56,419          39,285
                                              --------        --------       --------       ---------

Income before income taxes                       3,333             257          5,356             565
Income tax provision                             1,367             106          2,196             232
                                              --------        --------       --------       ---------

Net income                                    $  1,966        $    151       $  3,160       $     333
                                              ========        ========       ========       =========

Net Income per share                          $    .36        $    .04       $    .62       $     .08
                                              ========        ========       ========       =========

Weighted average number of
     shares outstanding                          5,601           4,247          5,061           4,225
                                              ========        ========       ========       =========

</TABLE>

See Notes to Condensed Consolidated Financial Statements



                                      -5-


<PAGE>   6

                           DATUM INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                         --------------------------
                                                                                         JUNE 30,          June 30,
                                                                                           1997              1996
                                                                                         --------          --------
<S>                                                                                      <C>               <C>     
Cash flows from operating activities:
     Net income                                                                          $  3,160          $    333
                                                                                         --------          --------
     Adjustments to reconcile income to net cash provided by (used in) operating
        activities:
            Depreciation and amortization                                                   1,565             1,641
            Amortization of goodwill                                                          447               447
            Contribution of shares of common stock to
               the Company's 401(k) plan                                                      299               243
            Changes in assets and liabilities
               Increase in accounts receivable                                               (706)             (522)
               (Increase) decrease in income tax refund receivable                           (119)                1
               (Increase) decrease in inventories                                          (7,916)            1,203
               (Increase) decrease in prepaid expenses                                         53              (165)
               Increase in other assets                                                       (27)              (11)
               Decrease in accounts payable                                                  (592)             (314)
               Decrease in accrued expenses                                                   (12)           (1,094)
               Decrease in customer deposits                                                   --               (74)
               Increase (decrease) in income taxes payable                                 (1,049)              160
               Increase in postretirement benefits                                             78                78
               Decrease in other long-term liabilities                                     (1,285)              (15)
                                                                                         --------          --------
            Total reconciling items                                                        (9,264)            1,578
                                                                                         --------          --------
            Net cash provided by (used in) operating activities                            (6,104)            1,911
                                                                                         --------          --------

Cash flows from investing activities:
     Book value of equipment disposals                                                         15                56
     Capital expenditures                                                                  (1,967)           (1,232)
     Other                                                                                   (238)             (118)
                                                                                         --------          --------
        Net cash used in investing activities                                              (2,190)           (1,294)
                                                                                         --------          --------

Cash flows from financing activities:
     Proceeds from line of credit                                                              --               764
     Reductions to long-term debt                                                             (45)             (669)
     Issuance of common stock                                                              14,159                --
     Exercise of stock options                                                                695                93
                                                                                         --------          --------
        Net cash provided by financing activities                                          14,809               188
                                                                                         --------          --------

Net increase in cash and cash equivalents                                                   6,515               805
Cash and cash equivalents at beginning of period                                            1,389               587
                                                                                         --------          --------

Cash and cash equivalents at end of period                                               $  7,904          $  1,392
                                                                                         ========          ========
</TABLE>


See Notes to Condensed Consolidated Financial Statements






                                      -6-

<PAGE>   7




<PAGE>   8



                           DATUM INC. AND SUBSIDIARIES
                           ---------------------------

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                             JUNE 30, 1997 AND 1996
                             ----------------------



                         NOTE A - BASIS OF PRESENTATION
                         ------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the requirements of Form 10-Q and, therefore, do not
include all information and footnotes which would be presented were such
financial statements prepared in accordance with generally accepted accounting
principles, and should be read in conjunction with the audited financial
statements presented in the Company's 1996 Annual Report to Stockholders. In the
opinion of management, the accompanying financial statements reflect all
adjustments which are necessary for a fair presentation of the results for the
interim period presented. The results of operations for such interim period are
not necessarily indicative of results to be expected for the full year.

NOTE B - EARNINGS PER SHARE
---------------------------

Earnings per share is calculated by dividing net earnings by the weighted
average number of common and common equivalent shares outstanding during each
period taking into consideration dilutive effects of common stock equivalents.



                                       -7-

<PAGE>   9



Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

The following should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" presented in the
Company's 1996 Annual Report to Stockholders.

                                INTRODUCTORY NOTE

All statements other than statements of historical fact included in this Report
on Form 10-Q are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 and Datum Inc. ("Datum" or the "Company") intends that such forward-looking
statements be subject to the safe harbors created thereby. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable at this time, it can give no assurance that such expectations will
prove to have been correct. The Company makes no undertaking to correct or
update any such statements in the future. Important factors that could cause
actual results to differ materially from the Company's expectations ("Cautionary
Statements") are set forth in "Management's Discussion and Analysis of Financial
Condition or Results of Operations" as well as in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.

Overview
--------

Datum designs, manufactures and markets a wide variety of high performance time
and frequency products used to synchronize the flow of information in
telecommunications networks. The Company is also a leading supplier of precise
timing products for enterprise computing networks and a wide variety of space,
scientific and industrial test and measurement applications.

The Company was formed in 1959 and has grown its operations through acquisitions
and internal product development. In 1983, the Company acquired its cesium
standards operation and, in the process, commenced its evolution from a company
primarily supplying timing equipment for military applications to a manufacturer
of a broad range of time and frequency products for telecommunications and other
applications. In 1986, the Company acquired the business that is now enterprise
computing and in 1988, it acquired its current wireline business. In March 1995,
the Company acquired Efratom Time and Frequency Products, Inc. and Efratom
Elektronik GmbH (collectively "Efratom"), the inventor and leading manufacturer
of rubidium oscillators used in cellular and Personal Communications Services
("PCS") networks. The Company now manufactures each class of time and frequency
products in wide-spread commercial use: cesium standards, rubidium oscillators,
quartz oscillators and GPS timing receivers. In addition, in April 1997, the
Company acquired the assets of Sigma Tau Standards Corporation, a leading
manufacturer of hydrogen masers, which provide an extremely stable frequency
source over short periods of time in controlled environments.

The Company serves the markets for high-precision time and frequency devices in
the telecommunications industry which is rapidly expanding as a result of the
conversion of analog to digital systems. The Company also provides extremely
stable cesium standards and GPS receivers that generate and capture timing and
frequency products for use in wireline telecommunications networks. In addition
to providing time and frequency standards for telecommunications applications,
the Company is a leading supplier of timing products used to ensure the
integrity of information transmitted through enterprise computing networks. The
Company also manufactures frequency sources for satellites, including GPS
satellites that utilize the Company's cesium clocks to provide highly accurate
timing and navigation information throughout the world. Finally, the Company
provides time and frequency products and systems for a wide range of scientific
and industrial test and measurement applications, including missile guidance,
geographic mapping and electric utility operations.

A small number of customers account for a substantial portion of the Company's
net sales and the Company expects that a limited number of customers will
continue to represent a substantial portion of the Company's net sales for the
foreseeable future. There can be no assurance that a major customer will not
reduce, delay or eliminate its purchases from the Company. Any such reduction,
delay or loss in orders could have a material adverse effect on the Company's
business, financial condition and results of operations.



                                       -8-

<PAGE>   10


Results of Operations
---------------------

The following table sets forth, for the periods indicated, certain income and
expense items expressed as a percentage of the Company's net sales:

<TABLE>
<CAPTION>
                                                              Percentage of Net Sales
                                        --------------------------------------------------------------------
                                        Three Months Ended June 30,             Year Ended December 31,
                                        ---------------------------        ---------------------------------
                                            1997          1996              1996          1995         1994
                                           ------        ------            ------        ------       ------
<S>                                         <C>           <C>               <C>           <C>          <C>   
Net sales...........................        100.0%        100.0%            100.0%        100.0%       100.0%
                                           ------        ------            ------        ------       ------
Costs and expenses
   Cost of goods sold...............         59.4%         60.6%             61.3%         59.5%        56.6%
   Selling..........................         13.5%         14.5%             13.3%         14.6%        16.8%
   Product development..............          7.7%          9.3%              8.3%         10.5%         8.1%
   General and administrative.......          8.2%         11.5%             11.0%         12.6%        12.7%
   Interest, net....................          1.2%          2.8%              2.5%          2.5%         0.8%
                                           ------        ------            ------        ------       ------
Income before income taxes..........         10.1%          1.3%              3.6%          0.3%         5.0%
Income tax provision................          4.1%          0.5%              1.5%          0.2%         2.0%
                                           ------        ------            ------        ------       ------
Net income..........................          5.9%          0.7%              2.1%          0.1%         3.0%
                                           ======        ======            ======        ======       ======

</TABLE>


Net Sales. The Company's net sales are derived primarily from the sale of time
and frequency products for use in telecommunications networks, enterprise
computing networks, satellites and in a variety of other test and measurement
applications. The Company's net sales increased 63.2% to $33.1 million for the
quarter ended June 30, 1997 from $20.2 million for the corresponding quarter in
1996. For the six months ended June 30, 1997, net sales increased 55.0% to $61.8
million from $39.9 million for the corresponding period of 1996. The increase
was primarily the result of increased sales into the wireless telecommunications
market. In particular, net sales were positively impacted by increased product
deliveries to Lucent Technologies, Inc., the Company's largest customer, for
implementation in cellular and PCS networks. The future success of the Company
depends to a considerable extent upon the continued growth and increased
availability of cellular and other wireless communications services in the
United States and internationally. There can be no assurance that either
subscriber use or the implementation of wireless communications services will
continue to grow, or that such factors will create demand for the Company's
products.

Gross Margins. Gross Margins are derived from net sales and cost of goods sold,
which consist primarily of raw materials, labor, overhead and warranty costs.
Gross margins increased to 40.6% for the quarter ended June 30, 1997 from 39.4%
for the corresponding quarter in 1996. For the six months ended June 30, 1997,
gross margins increased to 40.1% from 39.8% for the corresponding period of
1996. The increase in gross margins was primarily the result of efficiency
improvements and cost reductions. Gross margins can be adversely affected by a
number of factors, including product mix, pricing pressure from the Company's
customers and the difficulty of reducing fixed expenses in connection with the
rescheduling of customers orders.

Selling Expense. Selling expense consists primarily of sales commissions paid to
the Company's third-party representatives and distributors and salaries and
other expenses for its sales and marketing personnel. Selling expense also
includes expenses related to advertising and trade shows. Selling expense
increased by 51.4% to $4.5 million for the quarter ended June 30, 1997, from
$2.9 million for the corresponding quarter of 1996. For the six months ending
June 30, 1997, selling expense increased by 46.5% to $8.3 million from $5.6
million for the corresponding period of 1996. The increase is due to additional
marketing programs and commissions on increased sales volume. The increase was
partially offset by increased sales to Lucent and other OEM customers which
involve substantially lower commission rates. As a percentage of net sales,
selling expense decreased to 13.5% for the quarter ended June 30, 1997, from
14.5% for the corresponding quarter of 1996. For the six months ending June 30,
1997, selling expense, as a percentage of sales, decreased to 13.4% from 14.2%
for the corresponding six months of 1996. The decreases were due to a larger
sales base.

Product Development. Product development expense consists primarily of salary,
applied overhead, materials and third-party design services. Product development
expense increased by 35.8% to $2.6 million for the quarter ended June 30, 1997,
from $1.9 million for the corresponding quarter of 1996. For the six months
ending June 30, 1997, product development expense increased by 25.7% to $4.9
million from $3.9 million for the corresponding six months of 1996. The increase
was primarily due to increased telecommunication-related



                                       -9-

<PAGE>   11



software development. As a percentage of net sales, product development expenses
decreased to 7.7% for the quarter ended June 30, 1997, from 9.3% for the
corresponding quarter of 1996. For the six months ending June 30, 1997, product
development expense, as a percentage of sales, decreased to 8.0% from 9.8% for
the corresponding six months of 1996. The decrease is due to a larger sales
base. The Company believes that product development projects will result in
increased expenses in the remainder of 1997. Failure to develop, or introduce on
a timely basis, new products or product enhancements that achieve market
acceptance could materially adversely affect the Company's business, financial
condition and results of operations.

General and Administrative. General and administrative expense consists
primarily of salaries and other expenses for management, finance, accounting and
human resources, as well as amortization of goodwill and depreciation charges.
General and administrative expense increased by 16.2% to $2.7 million for the
quarter ended June 30, 1997, from $2.3 million for the corresponding quarter of
1996. For the six months ended June 30, 1997, general and administrative expense
increased by 14.5% to $5.3 million from $4.6 million for the corresponding six
months of 1996. The increase was primarily due to increased bonus accruals
resultant from the Company's increased income. As a percentage of net sales,
general and administrative expense decreased to 8.2% for the quarter ended June
30, 1997, from 11.5% for the corresponding quarter of 1996. For the six months
ended June 30, 1997, general and administrative expense decrease to 8.6% from
11.6% for the corresponding six months of 1996. The decrease is due to a larger
sales base.

Interest, Net. Interest expense decreased by $183,000 to $393,000 for the
quarter ended June 30, 1997 from $576,000 in the corresponding quarter in 1996.
For the six months ending June 30, 1997, interest expense decreased by $194,000
to $931,000 from $1.1 million in the corresponding six months of 1996. The
decrease is due to a reduction in the Company's debt levels and interest earned
on cash resulting from the Company's follow-on offering of common stock.

Weighted Average Number of Shares Outstanding. The weighted average number of
shares outstanding increased for the quarter ended June 30, 1997, as a result of
shares issued in the follow-on offering, an increase in the average market price
of the Company's common stock, the issuance in September 1996 of a warrant to
purchase 175,000 shares of common stock in connection with the restructuring of
the Company's long-term debt, and the exercise of stock options.

Liquidity and Capital Resources
-------------------------------

The Company finances its operations primarily through a combination of cash
provided from operations, a commercial bank line of credit and long-term debt.
In addition, on April 11, 1997, the Company completed a follow-on public
offering of 1,035,000 shares of its common stock, raising net proceeds of
approximately $14.2 million.

Cash used in operations was approximately $6.1 million for the six months ended
June 30, 1997, compared to cash provided by operations of approximately $1.9
million for the corresponding six months of 1996. Cash flows in the first six
months of 1997 were adversely affected by greater working capital needs in
connection with increased production levels associated with building inventories
for sales into the cellular and PCS markets.

Cash used in investing activities was approximately $2.2 million for the six
months ended June 30, 1997, compared to $1.3 million for the corresponding
period in 1996, reflecting increased expenditures for property and equipment.
The Company currently anticipates that capital expenditures for fiscal 1997 will
be approximately $4 million.

Cash provided by financing activities was approximately $14.8 million for the
six months ended June 30, 1997, compared to $188,000 for the corresponding
period in 1996. The increase was primarily due to the Company's follow-on
offering.

Accounts receivable increased by $706,000 to $17.5 million at June 30, 1997,
from $16.8 million at December 31, 1996, due to increased shipment levels in the
period ended June 30, 1997, as compared to the corresponding period ended
December 31, 1996.

Inventories increased to $27.2 million at June 30, 1997, from $19.3 million at
December 31, 1996, to cover the anticipated expansion of wireless
telecommunication product deliveries, and in particular products for




                                      -10-

<PAGE>   12



implementation in PCS networks.

Accounts payable decreased to $7.0 million at June 30, 1997, from $7.5 million
at December 31, 1996, due to the timing of vendor invoicing.

At June 30, 1997, the Company had working capital of $42.9 million and a current
ratio of 4.5:1 compared to working capital of $26.0 million and a current ratio
of 2.9:1 at December 31, 1996. The Company's long-term debt is provided by The
Prudential Insurance Company of America ("Prudential"). This credit facility
consists of: (i) $6.0 million of Series A senior secured promissory notes to
mature September 27, 2000, bearing interest at the rate of 9.07% on the unpaid
principal, payable quarterly, with the principal re-paid in equal installments
of $1.5 million on March 27 and September 27 of each year, commencing March 27,
1999 and (ii) $12.0 million of Series B senior secured promissory notes to
mature September 27, 2003, bearing interest at the rate of 10.25% on the unpaid
principal, payable quarterly, with the principal re-paid in equal installments
of $2.0 million on March 27 and September 27 of each year, commencing March 27,
2001. In connection with entering into this facility, the Company issued common
stock warrants for the purchase of 175,000 shares of common stock at an exercise
price per share of $11.50. As of June 30, 1997, none of the warrants had been
exercised.

Under the Company's line of credit with Wells Fargo Bank, the Company has a
two-year revolving line of credit not to exceed the principal amount of $12.0
million, expiring November 1, 1998, bearing interest at the Bank's prime rate or
at LIBOR plus 2.75%. The Wells Fargo credit facility and the Prudential credit
facility provide the Company with the aggregate borrowing capacity of $30
million.

Under both agreements, the Company is required to maintain certain financial
ratios, limit other indebtedness and may not pay dividends. Other restrictions
include limitations on the amount of leases and capital expenditures that may be
incurred. The Company currently is in compliance with all such covenants and
restrictions.

Information Regarding Potential Fluctuations in Quarterly Operating Results
---------------------------------------------------------------------------

The Company has experienced, and expects to continue to experience, fluctuations
in sales and operating results from quarter to quarter. As a result, the Company
believes that period-to-period comparisons of its operating results are not
necessarily meaningful, and that such comparisons cannot be relied upon as
indicators of future performance. In addition, there can be no assurance that
the Company will maintain its current profitability in the future. A significant
component of the fluctuations results from rescheduling of orders by the
Company's major customers, in some cases due in part to the customers' attempts
to minimize inventories. Other factors that could cause the Company's sales and
operating results to vary significantly from period to period include:
contractual price reductions on products sold to certain major customers; the
time, availability and sale of new products; changes in the mix of products
having differing gross margins; variations in manufacturing capacities,
efficiencies and costs; the availability and cost of components; warranty
expenses; and variations in product development and other operating expenses. In
addition, the sales cycles for many of the Company's products are often lengthy
and unpredictable, and can take up to 36 months. Further, there can be no
assurance that the Company will be successful in closing large transactions on a
timely basis or at all. The timing of these transactions could cause additional
variability in the Company's operating results. The Company's quarterly results
of operations are also influenced by competitive factors, including pricing and
availability of the Company's and competing time and frequency products. A large
portion of the Company's expenses are fixed and difficult to reduce in a short
period of time. If net sales do not meet the Company's expectations, the
Company's fixed expenses would exacerbate the effect of such net sales
shortfall. Furthermore, announcements by the Company or its competitors
regarding new products and technologies could cause customers to defer purchases
of the Company's products. Order deferrals by the Company's customers, delays in
the Company's introduction of new products and longer than anticipated sales
cycles for the Company's products have in the past materially adversely affected
the Company's quarterly results of operations. Due to the foregoing factors, as
well as other unanticipated factors, it is likely that in some future quarter
the Company's operating results will be below the expectations of public market
analysts or investors. In such event, the price of the Company's Common Stock
would be materially adversely affected.



                                      -11-

<PAGE>   13



                           PART II. OTHER INFORMATION
                           --------------------------

Items 1 through 3 and Item 5 have been omitted because the related information
is either inapplicable or has been previously reported.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          (a)  The Annual Meeting of Stockholders was held on June 5, 1997

          (b)    (i) Set forth below is the name of each director elected at
                     the meeting and the number of votes cast for their
                     election, the number of votes withheld and the number of
                     broker non-votes:

<TABLE>
<CAPTION>
                                     Number of                     Number of
          Name                      Votes "For"                Votes "Withheld"
          ----                      -----------                ----------------
<S>                                  <C>                            <C>    
          R. David Hoover            4,570,840                      225,859
          Edward A. Money            4,569,740                      226,959
</TABLE>

                (ii) The terms of the following directors of the company 
                     continued after the meeting: Louis B. Horwitz, Dan L. 
                     McGurk, G. Tilton Gardner, and Michael M. Mann.

          (c)    (i) Set forth below are the results of the voting at the
                     meeting with respect to the proposal to adopt the Company's
                     Employee Stock Purchase Plan, which authorizes the Company
                     to issue, or purchase in open market transactions, 250,000
                     shares of Common Stock of the Company for purchase through
                     payroll deductions by participating employees of the
                     Company:

<TABLE>
<CAPTION>

          Number of                  Number of                     Number of                    Number of
          Votes "For"             Votes "Against"                "Abstentions"             Broker "Non-Votes"
          -----------             ---------------                -------------             ------------------
<S>       <C>                          <C>                       <C>                       <C> 
          3,201,053                    393,423                       18,305                    1,156,918

</TABLE>

                (ii) Set forth below are the results of the voting at the
                     meeting with respect to the proposal to amend the Company's
                     1994 Stock Incentive Plan to increase the number of shares
                     issuable thereunder by 200,000 shares and increase the
                     total number of shares represented by options or rights to
                     purchase under the 1994 Stock Incentive Plan that may be
                     granted or offered under stock options or rights to
                     purchase to any one person during any calender year by
                     100,000 shares:

<TABLE>
<CAPTION>

          Number of                  Number of                     Number of                    Number of
          Votes "For"             Votes "Against"                "Abstentions"             Broker "Non-Votes"
          -----------             ---------------                -------------             ------------------
<S>       <C>                         <C>                            <C>                         <C>      
          2,404,296                   1,182,379                      26,106                      1,183,918

</TABLE>

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibit No.                 Description
               -----------                 -----------

                  27.2                     Financial Data Schedule


          (b) No current reports on Form 8-K were filed during the quarter
covered by this report.


                                      -12-

<PAGE>   14



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




DATUM INC.




/s/ Louis B. Horwitz                          Date     August 13, 1997
------------------------------------------           --------------------
Louis B. Horwitz, President



/s/ David A. Young                            Date     August 13, 1997
------------------------------------------           --------------------
David A. Young, Chief Financial Officer



                                      -13-

<PAGE>   15


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>

                                                                     Sequentially
                                                                       Numbered
Exhibit No.       Description                                            Page
-----------       -----------                                        ------------
<S>               <C>                                                <C>
  27.2            Financial Data Schedule

</TABLE>


                                      -14-