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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

{X} Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended January 30, 2000

                                       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 Number 0-8690


                             Datametrics Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                              95-3545701
         --------                                              ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

            25B Hanover Road

     Florham Park, New Jersey                                       07932
     ------------------------                                       -----
(Address of principal executive offices)                          (Zip Code)

                                 (973) 377-3900
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by 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 such  filing
requirements for the past 90 days.   Yes X    No
                                        ---      ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value -- 18,997,227 shares as of  3/20/00


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                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                              Index to Form 10-QSB

                                                                        Page No.
                                                                        --------
Part I - Financial Information
      Item 1.  Financial Statements:

                Consolidated Balance Sheet as of January 30, 2000             3
                Consolidated Statements of Operations for the Three
                Months Ended January 30, 2000 and January 24, 1999            4
                Consolidated Statements of Cash Flows for the Three Months
                Ended January 30, 2000 and January 24, 1999                   5
                Notes to Consolidated Financial Statements                    6

      Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        7

Part II - Other Information
      Item 1.      Legal Proceedings                                          8
      Item 2.      Changes in securities and uses of proceeds                 8
      Item 3.      Defaults upon Senior Securities                            8
      Item 4.      Submission of matters to a vote of security holders        9
      Item 5.      Other Information                                          9
      Item 6.      Exhibits and Reports on Form 8-K                           9

Signatures                                                                    9




                                     2 of 9
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                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

                                January 30, 2000
<TABLE>
<CAPTION>
                                                 (in 000s except for share date)
<S>                                                                  <C>
ASSETS
CURRENT ASSETS:
         Cash and cash equivalents                                    $  579
         Accounts receivable, net                                        760
         Inventory, net                                                3,290
         Prepaid expenses and other current assets                     1,038
                                                                      ------
         Total Current Assets                                          5,667

Property and Equipment, at Cost:
         Land                                                            420
         Building                                                      1,042
         Machinery and equipment                                       3,380
         Furniture, fixtures & computer equipment                      2,623
         Leasehold improvements                                           86
                                                                      ------
                                                                       7,551
         Accumulated depreciation and amortization                    (5,609)
                                                                      -------
         Net property and equipment                                    1,942
         Inventory, Net                                                2,739
         Other Assets                                                    890
                                                                      ------
                                                                      11,238
                                                                      ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
         Revolving line of credit                                      1,451
         Current   maturities  of  long-term  debt                     5,893
         Accounts   Payable                                              843
         Accrued  expenses                                               570
                                                                      ------
                  Total Current Liabilities                            8,757

         Long-Term Debt, less current maturities                         916
         Loan Payable                                                    800
                                                                      ------
                  Total Liabilities                                   10,473
                                                                      ------
         Commitments and Contingencies
         Stockholders' Equity
         Common stock, $.01 par value - 40,000,000 shares
                  authorized; 18,997,227 shares issued and
                  outstanding in 2000                                    190
         Additional paid-in capital                                   42,702
         Accumulated deficit                                         (42,127)
                                                                     --------
                  Total Stockholders' Equity                             765
                                                                     -------
                                                                     $11,238
                                                                     =======
</TABLE>

See accompanying notes.

                                    3 of 9
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                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             For Three Months Ended
                                                                       January  30,                January 24
                                                                           2000                        1999
                                                                -----------------------------------------------
                                                                      (In thousands, except for per share data)
<S>                                                                   <C>                         <C>
Sales                                                                  $  1,131                    $  1,586

     Cost of sales                                                        1,391                       1,084
     Selling, general & administrative                                      641                         929
     Lease settlement expense                                              ---                        1,225
                                                                -----------------------------------------------

Loss from operations                                                       (901)                     (1,652)
Interest expense, net                                                      (451)                       (124)
                                                                -----------------------------------------------

Net Loss                                                                 (1,352)                    ($1,776)
                                                                ===============================================

Loss per share of common stock
     Basic and Diluted                                                 $   (.07)                     ($0.11)
                                                                ===============================================

Weighted average number of shares outstanding
     Basic and Diluted                                                   18,997                      16,578
                                                                ===============================================
</TABLE>

See accompanying notes.

                                     4 of 9
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                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                For Three Months Ended
                                                                            January  30,        January 24
                                                                                2000                1999
                                                                            ------------        ----------
<S>                                                                          <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                               $ (1,352)            $ (1,776)
     Adjustments: to reconcile net loss to net cash
     provided by (used in) operating activities:
         Depreciation and amortization                                            90                  121
         Non-cash interest and financing costs                                   231                   -

     Changes in assets and liabilities
         Accounts receivable                                                   1,631                 (308)
         Inventory                                                               (87)                (281)
         Prepaid expenses and other current assets                              (259)                  45
         Other assets                                                            281                   48
         Accounts payable                                                        (97)                 (10)
         Accrued expenses                                                         65                1,135
                                                                            -------------------------------
Net cash provided by (used in) operating activities                              503               (1,026)
                                                                            -------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures for property and equipment                              (56)                ---
                                                                            -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings on revolving line of credit                                      500                  426
     Payments on revolving line of credit                                       (500)              (2,095)
     Payment on capitalized lease obligations                                     --                  (17)
     Borrowings on long-term debt                                                 --                3,450
     Payments on long-term debt                                                   (5)                 ---
     Exchange of 7% Convertible Debentures                                        --               (1,750)
     Exchange of Senior Subordinated Debentures                                   --                 (500)
     Proceeds from the issuance of common stock and warrants                      --                 1,559
                                                                            -------------------------------
     Net cash (used in) provided by financing activities                          (5)                1,073
                                                                            -------------------------------

     Net increase in cash and cash equivalents                                   442                    47
     Cash and cash equivalents at the beginning of the period                    137                   228
                                                                            -------------------------------

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                             $ 579                 $ 275
                                                                            ===============================
Cash paid during the period for:
     Interest                                                                  $ 150                 $  37
Non-cash transactions                                                       ===============================
     Exchange of 7% Convertible Debentures for 10%
         Senior Subordinated Notes Due 2000                                    $ ---               $(1,750)
     Exchange of Senior Subordinated Debentures for                         ===============================
         10% Senior Subordinated Notes Due 2000                                $ ---               $  (500)
                                                                            ===============================
See accompanying notes.

</TABLE>
                                     5 of 9
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                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                January 30, 2000

                                   (Unaudited)

1. The  consolidated  financial  statements  include the accounts of Datametrics
Corporation and its wholly-owned subsidiaries (collectively, the "Company").

The consolidated  financial statements included herein have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission for the  requirements  of the Quarterly  Report on Form
10-QSB.  Certain  information  and  footnote  disclosure  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures are adequate to
make the  information  presented  not  misleading.  It is  suggested  that these
consolidated financial statements be read in conjunction with the statements and
notes thereto  included in the  Company's  latest Annual Report on Form 10-K for
the fiscal year ended October 31, 1999 as filed with the Securities and Exchange
Commission.

The  information  reflects  all  adjustments  (consisting  of  normal  recurring
adjustments)  which are, in the opinion of  management,  necessary  to present a
fair statement of the results of operations for the interim periods. Much of the
Company's business is longer term and involves varying development,  production,
and  delivery  schedules.  Accordingly,  results  of  a  particular  quarter  or
quarter-to-quarter  comparisons  of  recorded  sales  and  profits  may  not  be
indicative of future operating  results,  including  results for the fiscal year
ending October 31, 1999.

2. INVENTORIES. Stockroom inventories consist primarily of materials used by the
Company for  existing  and  anticipated  contracts  and  materials  and finished
assemblies  which are held to satisfy spare parts  requirements of the Company's
customers. Those parts not expected to be sold within one year are classified as
a non-current  asset.  The Company does not amortize its non-current  inventory,
but the Company evaluates all inventory for obsolescence on a periodic basis and
records  estimated  reserves.  Inventories as of January 30, 2000 consist of the
following:

         Inventories of parts and sub-assemblies              $  10,625
         Work in process                                            130
         Finished Goods                                             774
                                                              ---------
                                                                 11,529

                  Less non current inventories                   (2,739)
                  Less reserve for obsolescence                  (5,500)
                                                              ----------
                                                              $   3,290
                                                              ==========

3. SALE OF THE MILITARY BUSINESS.

In January  2000,  the  Company's  Board of  Directors  approved the sale of the
Company's  military  business.  The  Company  is  seeking  to  sell  the  entire
inventory,  customer lists and manfacturing drawings and specifications  related
to this line of business.  The Company has redirected its efforts exclusively to
the  manfacturing  and marketing of the  Condor(TM) and  Harrier(TM)  high speed
thermal   transfer   printers  and  the   management   and   operations  of  its
internet-based  MadeMyWay.com(TM).  In January 2000, the Company also terminated
approximately 30 employees.  Severance was insignificant and there were no other
exit costs related to the planned  disposition of the military business incurred
as of January 30, 2000.

                                    6 of 9
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

               Three Month Period Ended January 30, 2000 Compared
                  To Three Month Period Ended January 24, 1999

Sales for the  three-month  period  ended  January 30, 2000 were  $1,131,000,  a
decrease of  $455,000  or 29%,  compared  with sales of  $1,586,000  in the same
period in the prior  fiscal year.  The  decrease in sales for the first  quarter
ended  January  30, 2000 is  attributable  primarily  to lower than  anticipated
orders from the Department of Defense and prime  contractors  for the Department
of Defense.

Cost of Sales  for the first  quarter  of fiscal  2000 was  $1,391,000  (123% of
sales),  an increase of $307,000 or 28%,  compared with  $1,084,000 for the same
period in the prior fiscal  year.  Cost of sales  increased  due to excess plant
capacity resulting primarily from decreased military-related business.

         Selling,  general and  administrative  ("SG&A")  expenses for the three
month period ended  January 30, 2000 were  $641,000 (57% of sales) a decrease of
$288,000,  or 31%,  compared with $929,000 (59% of sales) for the same period in
the prior fiscal year. The decrease is due to lower  administrative  and support
staff expenses throughout the Company.

         Net  interest  expense  amounted to $451,000 for the three month period
ended January 30, 2000  compared  with net interest  expense of $124,000 for the
same  period in the  prior  year.  The  increase  is due to  higher  outstanding
borrowings  and original  issue  discount  related to the Company's  issuance of
warrants in fiscal 1999.

         The net loss for the three-month period ended January 30, 2000 amounted
to $1,352,000, an decrease of $424,000, compared with net loss of $1,776,000 for
the same  period in the  prior  year.  The  decrease  in the loss was  primarily
attributable  to the  lease  settlement  expense  in the  prior  year  more than
offsetting the reduction in sales in the current period.

         Management  has  determined  that,  based on the  Company's  historical
losses  from  recurring  operations,  the  Company  will not  recognize  its net
deferred  tax assets at January  30,  2000.  Ultimate  recognition  of these tax
assets is dependent, to some extent, on future revenue levels and margins. It is
the intention of management  to assess the  appropriate  level for the valuation
allowance each quarter.

         The  contract  process  in  which  products  are  offered  for  sale is
generally  set before costs are  incurred,  and prices are based on estimates of
the costs, which include the anticipated impact of inflation.

         The Company's backlog of funded orders not yet recognized as revenue at
October 31, 1999 was approximately  $2,559,000. At January 30, 2000, the backlog
was approximately $2,181,000.  Approximately 75% of the January 30, 2000 backlog
is expected to be delivered during the next twelve months.

                                     7 of 9
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LIQUIDITY AND CAPITAL RESOURCES

         The Company  utilizes various  computer  software  packages as tools in
running  its  accounting  operations.  The Company  has  incorporated  Year 2000
("Y2K") compliant computer  programming  language into its software package. The
investment  required for its mainframe and critical hardware equipment to be Y2K
compliant was not significant.  Y2K issues have not manifested themselves in the
Company's  computers,  nor has any Y2K problem  resulted in an  interruption  in
normal business activity.  The Company continues to monitor and assess the risks
of  future  Y2K  associated  program  failures.  However,  due to  the  inherent
uncertainty  of the Y2K issue  and  dependence  on  third-party  compliance,  no
assurance  can be given that  potential  future Y2K failures  will not adversely
effect the Company's operations, liquidity and financial position.

FORWARD LOOKING STATEMENTS-CAUTIONARY FACTORS

Except for the historical  information and statements  contained in this report,
the matters  set forth in this  report are  "forward  looking  statements"  that
involve  uncertainties  and risks,  some of which are  discussed at  appropriate
points in this report and the  Company's  other SEC filings,  including the fact
that the  Company  is  engaged  in  supplying  equipment  and  services  to U.S.
government  defense  programs  which are  subject  to special  risks,  including
dependence on government  appropriations,  contract  termination  without cause,
contract  renegotiation  and  the  intense  competition  for  available  defense
business.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The  Company is,  from time to time,  the subject of legal  litigation,
claims  and  assessments  arising  out of  matters  occurring  during the normal
operation  of  the  Company's  business.  In  the  opinion  of  management,  the
liability,  if any, under such current litigation,  claims and assessments would
not materially affect the financial position or the results of operations of the
Company.

         During the first quarter of the fiscal year, the appeals periods in the
matter previously reported involving four former officers of the Company expired
and the  decision  of the  California  Court of Appeals in favor of the  Company
became final. The only remaining  proceeding in this litigation is the Company's
request  for an award of its  attorney's  fees  incurred  in the  course  of the
litigation.

ITEM 2.  CHANGES IN SECURITIES AND USES OF PROCEEDS.

         As of December 2, 1999, the Company issued 12% Subordinated Convertible
Secured  Notes for total face value of $102,000 in exchange for short term notes
in that principal amount.  Such notes were in the form of the $2,300,000 of such
notes previously reported and issued in August 1999.

         As  of  December  31,  1999,  the  Company   issued  12%   Subordinated
Convertible Secured Notes for total face value of $71,400 to the holders of such
notes previously  reported  exercising the right of the Company to do so in lieu
of cash interest payments on the existing Notes.

         In December 1999 the Company granted its chief executive officer Daniel
Ginns  warrants for an additional  700,000  shares at an exercise price of $1.25
per  share,  in  part  to  relieve  the  Company  of the  effect  of some of the
anti-dilution  provisions  in Mr.  Ginns  employment  agreement.  All  of  these
warrants are immediately exercisable and have a term of five years.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         At January  30,  2000,  the  Company  was in  violation  of a financial
covenant  to  Branch  Banking  &  Trust  Co.  relating  to the  ratio  of  total
liabilities  to tangable  net worth.

                                     8 of 9
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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.

ITEM 5.  OTHER INFORMATION.  None.

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

         (a)      List of Exhibits:   Exhibit 27 - Financial Data Schedule.

         (b)      Reports on Form 8-K.

                  On December 15, 1999,  the Company  filed a Current  Report on
                  Form 8-K with the  Securities  and Exchange  Commission  which
                  reported  as Item 5 the  resignation  of Adrien  A.  Maught as
                  President and Director of the Company,  and the appointment of
                  Larry B.  Silverman  as the  Company 's  Controller  and Chief
                  Accounting Officer.

                  On January 28,  2000,  the Company  filed a Current  Report on
                  Form 8-K with the  Securities  and Exchange  Commission  which
                  reported as Item 5: (i) the  resignation  of Richard Love as a
                  Director  of the  Company;  (ii)  the  announcement  that  the
                  Company  would  commence   efforts  to  seek  buyers  for  its
                  military/defense  business and redirect its efforts to (a) the
                  manufacture  and marketing of the Condor(TM)  and  Harrier(TM)
                  high-speed  thermal  transfer  printers and (b) the management
                  and   operation  of   MadeMyWay.com(TM),   an   internet-based
                  subsidiary  of  the  Company  engaged  in the  fulfillment  of
                  customized and  personalized  apparel,  textiles and specialty
                  imprinted  products  primarily  for  the  business-to-business
                  e-commerce  market;  and  (iii) the  approval  of the Board of
                  Directors  of a  change  in  the  Company's  name  to  Mach  5
                  Technologies,  Inc.  The name  change  will be  presented  for
                  approval  at  the  next  annual   meeting  of  the   Company's
                  shareholders.

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this Form 10-QSB to be signed on its behalf by its
duly authorized representatives.

                                                     DATAMETRICS CORPORATION
                                                     -----------------------
                                                     (Registrant)

Dated:   March 20, 2000                              /s/ DANIEL P. GINNS
                                                     ---------------------------
                                                     Daniel P. Ginns
                                                     Chief Executive Officer and
                                                        Chief Financial Officer

Dated:   March 20, 2000                              /s/ LARRY B. SILVERMAN
                                                     ---------------------------
                                                     Larry B. Silverman,
                                                     Chief Accounting Officer


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