UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act  of  14934  for  the  quarterly  period  ended  July  28,  2002

                                       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  1-8690

                            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)


         1717  Diplomacy  Row
         Orlando,  Florida                                32809
       ---------------------------            -----------------------------
 (Address of principal executive offices)               (Zip  Code)

                                 (407) 251-4577
    -----------------------------------------------------------------------
              (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  proceeding  12  months (or for such shorter period that the registrants was
required  to  file  such  reports);  and  (2)  has  been  subject to such filing
requirements  for  the  past  30  days.  [X]  Yes  [  ]  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  10,049,756  shares  as  of  October 4, 2002

--------------------------------------------------------------------------------



<PAGE>


Index  to  Form  10-QSB
                                                                       Page  No.
                                                                       --------

Part  I  -  Financial  Information

     Item  1.  Financial  Statements  (unaudited):

          Consolidated  Balance  Sheet  as  of  July  28,  2002               3
          Consolidated  Statements  of  Operations  for  the  Three  Months
               Ended  July  28,  2002  and  July  29,  2001                   4
          Condensed Consolidated Statement of Cash Flows for  the
               Nine  Months Ended  July  28,  2002  and  July  29,  2001      5

          Notes  to  Financial  Statements                                    6

     Item  2.  Management's  Discussion  and  Analysis  of  Financial
               Condition  and  Results  of  Operations                        12


Part  II  -  Other  Information

     Item  1.  Legal  Proceedings                                             14
     Item  2.  Changes  in  securities  and  uses of funds                    15
     Item  3.  Defaults upon senior securities                                15
     Item  4.  Submission  of  matters  to  a  vote  of  security  holders    15
     Item  5.  Other  information                                             15
     Item  6.  Exhibits  and  Reports  on  Form  8-K                          16



Signatures                                                                    16




<PAGE>
                     DataMetrics Corporation and Subsidiary
                           Consolidated Balance Sheet
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                       July 28
                                                                         2002
                                                                       -------
                                     ASSETS


<S>                                                                   <C>
Current assets:
  Cash and equivalents                                                $    310
  Account receivable, net of allowance for doubtful accounts of $100       530
  Employee receivables                                                     130
  Inventories, net                                                       1,803
  Prepaid expenses and other current assets                                 42
                                                                       -------
       Total current assets                                              2,815

Property and equipment, at cost:
  Land                                                                     420
  Building and improvements                                              1,112
  Machinery and equipment                                                  874
  Furniture, fixtures and computer equipment                             1,137
                                                                       -------
                                                                         3,543

  Less:  Accumulated depreciation and amortization                      (1,995)
                                                                       -------
  Net property and equipment                                             1,548

  Other assets                                                           1,216

      Total assets                                                    $  5,579
                                                                       =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Current maturities of long-term debt                                   3,953
  Accounts payable                                                         742
  Accrued expenses                                                         732
                                                                       -------
      Total current liabilities                                          5,427
                                                                       -------

  Note payable                                                             848

  Loan payable                                                             141
                                                                       -------
      Total liabilities                                               $  6,416

Stockholder's equity
  Preferred stock, $.01 par value, 40,000,00
           Shares authorized, none issued                                   --
  Common stock, $.01 par value, 800,000,000 shares
          Authorized 10,049,756 shares issued and outstanding              101
  Additional paid-in capital                                            53,558
  Additional paid-in capital options                                       265
  Additional paid-in capital warrants                                    1,204
  Accumulated deficit                                                  (54,034)
  Net Income (loss)                                                     (1,931)
                                                                        ------
      Total stockholder's deficit                                         (837)
                                                                       -------
Total Liabilities and Stockholder's Deficit                           $  5,579
                                                                       =======
</TABLE>


          See accompanying notes to consolidated financial statements.




<PAGE>

                      DATAMETRICS CORPORATION AND SUBSIDARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>



<S>                                               <C>           <C>           <C>          <C>
                                                    Three Months Ended          Nine Months Ended
                                                  July 28,      July 29,      July 28,     July 29,
                                                    2002          2001         2002         2001

Sales                                             $   829       $  1,180      $  3,864     $  2,810

Cost of sales
  Purchases, manufacturing & overhead             $  (591)      $ (1,070)     $ (1,727)    $ (3,176)
                                                   -------       --------      --------     --------
Gross profit (loss)                               $   238      $     110      $  2,137     $    (366)
Selling, general & administrative expenses        $(1,073)      $   (147)     $ (2,680)    $  (1,573)
Write down of inventory                           $  (603)      $ (2,265)     $   (603)    $  (3,215)
Provision for lease abandonment                    --            --            --          $    (250)
Provision for loss on website development costs    --            --            --          $    (194)
Provision for contract adjustment                  --           $    (50)      --          $     (50)
                                                   -------       --------      --------     --------
Profit (loss) from operations                     $(1,438)      $ (2,352)     $ (1,146)    $  (5,648)

Other income (expense)
         Life insurance proceeds                   --            --            --          $   1,046
         Interest expense, net                    $  (117)      $   (316)     $   (785)    $    (904)
                                                   -------       --------      --------     --------

Net profit (loss)                                 $(1,555)      $ (2,668)     $ (1,931)    $  (5,506)
                                                   =======       ========      ========     =========

Loss per share of common stock:
Basic and diluted                                 $ (0.16)      $  (2.61)     $  (0.42)    $   (5.39)

Weighted avg. no. of shares outstanding:
Basic and diluted                                   9,939          1,023         4,641         1,022

</TABLE>


     See  accompanying  notes  to  consolidated  financial  statements.



<PAGE>


                     DATAMETRICS CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                (UNAUDITED)


<S>                                                                        <C>        <C>
                                                                           Nine Months Ended
                                                                           July 28    July 29
                                                                             2002       2001
                                                                         ---------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                        $ (1,931)  $ (5,506)
Adjustments to reconcile net loss to net cash
Provided (used in) by operating activities:
  Depreciation                                                                218        225
  Writedown of inventory                                                      603      3,215
  Other adjustments                                                           (51)       576
 Changes in assets and liabilities:
  Accounts receivable                                                       1,281       (792)
  Accounts payable                                                         (1,030)       113
  Other adjustments                                                           994        509

                                                                         ---------  ---------
    Net cash provided by (used in) operating activities                        84     (1,660)

CASH FLOWS FROM INVESTING ACTIVITIES                                           --        (21)


CASH FLOWS FROM FINANCING ACTIVITIES                                          (20)     2,004

Net increase (decrease) in cash and cash equivalents                           64        323
Cash at the beginning of the period                                           246         28
                                                                         ---------  ---------
Cash at the end of the period                                            $     310   $   351
                                                                         =========  =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
  Debt refinancing                                                       $      --   $ 2,601
  Interest paid                                                                219       445
                                                                         ---------  ---------
                                                                         $     219   $ 3,046
                                                                         =========  =========
Non-cash transactions:

Conversion of 96% of the 10% subordinated notes and all                  $   7,180
of the 12% senior convertible note and all related accrued
interest into common stock.

Subsidiary Peripheral Equipment Corp acquired by issuing warrants        $   1,204
for Datametrics common stock.

</TABLE>


     See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>





                            DATAMETRICS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (in thousands, expect for per share data)

                                  July 28, 2002
                                   (unaudited)


     1.   The accompanying condensed financial statements are unaudited and have
          been  prepared  in  accordance  with  the rules and regulations of the
          Securities  and  Exchange  Commission  relating  to  interim financial
          statements.  These  condensed  financial statements do not include all
          disclosures provided in the Company's annual financial statements. The
          condensed  financial statements should be read in conjunction with the
          financial  statements and notes thereto for the year ended October 28,
          2001, contained in the Company's Form 10-KSB filed with the Securities
          and Exchange Commission. All adjustments of a normal recurring nature,
          which,  in  the opinion of management, are necessary to present a fair
          statement  of  results for the interim periods have been made. Results
          of  operations  are  not  necessarily  indicative of the results to be
          expected  for  the  full  year.

     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 part requirements
          of the Company's customers. Those parts not expected to be sold within
          one year are classified as a non-current asset and fully reserved. The
          Company  evaluates all inventories for obsolescence and net realizable
          value  on  a  periodic  basis  and  records  estimates  accordingly.


          Inventories  as  of  July  28,  2002  consist  of  the following:

          (in  thousands)

          Inventories                          $    1,803
          Obsolete  Inventories                     6,012
                                                    -----
                 Inventories,  gross                7,815
                 Reserve  for  obsolescence         6,012
                                                    -----
                 Total  Inventories            $    1,803
                                                    =====


<PAGE>


          During  the  prior  fiscal  year it was deemed prudent to increase the
          reserve  for  obsolescent inventory or to dispose of inventory. During
          the  third quarter of fiscal year 2002, the value of certain inventory
          obtained  during  the  acquisition of Peripheral Equipment Corporation
          was adjusted downward approximately $603 on a consolidated basis along
          with  a  corresponding  increase  in  cost  of  goods  sold.

     3.   DEBT  STRUCTURE

          Detail  of  the Company's debt structure appears in the 10-KSB for the
          Fiscal  year  ended  10/28/2001.

     4.   SEGMENT  DATA

          The Company has no reportable segments. There is no segment data to be
          reported.

     5.   COMMITMENTS  AND  CONTINGENCIES

          In  connection  with a Mutual Release and Settlement Agreement between
          the  Company  and the owner of premises formerly leased by the Company
          in  California,  the  Company  is  required to issue approximately 135
          shares  of  common  stock.

     6.   BUSINESS ACQUISITION AND WARRANTS

          As  part  of its overall strategic plan, the Company is reestablishing
          its  position in the military hardware market and is also developing a
          global  presence. In order to accomplish these objectives, the Company
          entered into an agreement with Peripheral Equipment Corporation (PEC),
          a  California  business  selling  computer  hardware  with  military
          applications,  on  November 19, 2001 to acquire all of the outstanding
          shares  of  PEC  stock.

          In  accordance  with  the  agreement,  each share, option, and warrant
          outstanding  of  PEC, at the date of the agreement, was converted into
          DataMetrics  Corporation warrants. These warrants allow the holders to
          purchase 1,500 shares of DataMetrics common stock (at a price of $1.40
          per  share  for  a  period  of  10 years. The value recorded for these
          warrants and the accompanying acquisition was $ 1,204 (goodwill). This
          value  was  determined  using  the Black-Scholes model for options and
          warrants  with  the  following  assumptions:  dividend  yield  of  0%,
          expected volatility of 107%, risk-free interest rate of 4.8%, expected
          life  of 10 years, and a discount due to marketability and dilution of
          0.53.

          As  a  result  of this agreement, the financial statements include the
          assets  and  liabilities  of PEC and the effects from PEC's operations
          since  the  acquisition  on  December  6, 2001. Since this acquisition
          occurred  near the beginning of DataMetrics Corporation's fiscal year,
          any differences between reported results of operations as shown in the
          Consolidated Statements of Operations and the results of operations if
          the  acquisition  had  occurred  at  the beginning of the period being
          reported  on  are  immaterial.  Consequently, no pro forma information
          that  discloses these differences has been included in these financial
          statements.

<PAGE>
      7.  STOCK-BASED COMPENSATION

          The  Company  applies  Accounting  Principles  Board  Opinion  No. 25,
          "Accounting  For  Stock  Issued  To  Employees",  and  selected
          interpretations  in  accounting for its stock-based compensation plan.
          Accordingly,  the  Company  has  recognized  $ 265,377 and $ 0 in the
          financial  statements for the nine months ended July 28, 2002 and July
          29, 2001, respectively, as compensation expense in connection with its
          stock-based  compensation  plan.

          FASB  Statement  123,  "Accounting  for  Stock-Based  Compensation",
          requires  that the Company provide pro forma information regarding net
          loss  and loss per share as if the compensation cost for the Company's
          stock  option  plan  had  been  determined in accordance with the fair
          value  method  prescribed in such statement. The Company estimates the
          fair  value  of  each  stock  option  at  the  grant date by using the
          Black-Scholes option-pricing model with the following weighted average
          assumptions  used  for  grants in 2001: dividend yield of 0%, expected
          volatility  of  160.2%,  average  risk-free  interest  rate  of 4.81%,
          expected  life  of  5  years,  and a discount due to marketability and
          dilution  of .869. For 2002, the weighted average assumptions used for
          grants  were:  dividend  yield  of  0%, expected volatility of 121%,
          average  risk-free  interest  rate of 4.34%, expected life of 5 years,
          and  a  discount  due  to  marketability  and  dilution  of  .548.

          Under the provisions of FASB Statement 123, the Company's net loss and
          loss  per  share  would  have  been  adjusted to the pro forma amounts
          indicated  below:


                                                         July  29,  2001
                                                     -----------------------
                                                  Three Months       Nine Months
                                                  ------------       -----------
Net  Loss:
     As  Reported                                   ($2,668)           ($5,506)
     Pro  Forma                                     ($2,788)           ($5,626)

Earnings per share (Primary and fully diluted)
     As  Reported                                    ($2.61)            ($5.39)
     Pro  Forma                                      ($2.72)            ($5.50)



                                                         July  28,  2002
                                                     -----------------------
                                                  Three Months       Nine Months
                                                  ------------       -----------
Net  Loss:
     As  Reported                                   ($1,555)           ($1,931)
     Pro  Forma                                     ($2,033)           ($2,409)

Earnings  per  share  (Primary  and  fully  diluted)
     As  Reported                                    ($0.16)            ($0.42)
     Pro  Forma                                      ($0.20)            ($0.52)


<PAGE>

      8.  STOCK  OPTIONS

          The  Company  has  several  stock  option  plans which provide for the
          granting  of  options to employees or directors at prices and terms as
          determined  by the Board of Directors. Options vest over periods of up
          to  six  years.


          A  summary of the status of the Company's stock options as of July 28,
          2002  and  July  29,  2001  are  as  follows:

<TABLE>
<CAPTION>

                                                         2001                              2002
                                         ----------------------------------    ---------------------------------

<S>                                      <C>               <C>                 <C>             <C>
                                         Shares            Weighted-Average    Shares          Weighted-Average
                                         (000's)           Exercise Price      (000's)         Exercise Price
                                         ----------       -----------------    ---------      ------------------
Outstanding at beginning of year
  (2002 includes the effect of a
  reverse stock split of 20 to 1)              786              $  0.51              189            $  2.80

Granted                                      3,000                 0.05            5,103               0.258

Expired                                        (5)                 1.50               --                 --

Outstanding at end of year                   3,781                 0.14             5,292               0.35


Options Exercisable at year end              3,781                                 5,292
                                         ==========                              ==========

Weighted Average Fair Value of Options
  (Options granted during the years
  shown have exercise prices that
  were less than the market value
  of the stock on the grant date)        $    0.04                               $ 0.146

</TABLE>
<PAGE>
NOTE      8.  STOCK  OPTIONS  (continued)

<TABLE>
<CAPTION>

<S>               <C>           <C>               <C>                <C>           <C>                <C>
                         OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                  --------------------------------------------------    -----------------------------------
                    Number        Weighted-Average  Weighted-Average         Number        Weighted-Average
Range of          Outstanding        Remaining         Exercise           Exercisable          Exercise
Exercise Prices   at 7/28/02      Contractual Life       Price            at 7/28/02            Price
---------------   ------------    ----------------  ----------------    --------------    -----------------
Less than $1           5,103          5 Years          $   0.258             5,103             $  0.258
$ 1 to 2                 163           3.85            $    1.07               163             $   1.07
$ 12                      25           3.25            $   12.00                25             $  12.00
$ 36                       2           0.76            $   36.30                 2            $  36.30
                  ------------                                          --------------
                       5,293                                                 5,293
                  ============                                          ==============
</TABLE>

<PAGE>

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

This report contains certain statements of a forward-looking nature relating to
future events or the future performance of the Company. Prospective investors
are cautioned that such statements are only predictions and those actual events
or results may differ materially.

                                MANAGEMENT FOCUS

The Company projects growth throughout 2002, but remains cautious as military
program priorities continue to be somewhat fluid as a result of September 11,
2001, and the uncertainty surrounding future military engagements in the war on
terrorism. The Company sees new opportunities as a result of new homeland
security initiatives, but recognizes that a typical sales cycle for a new
military program is 18-24 months.

The Company has seen an increase of 400% in requests for proposals from current
and prospective customers on programs with high probability of contract award
and has increased its marketing efforts to compete on new homeland security
initiatives.


<PAGE>


RESULTS  OF  OPERATIONS

                Three Month Period Ended July 28, 2002, compared
                    to Three Month Period Ended July 29, 2001
                                 (in thousands)

Sales for the quarter ended July 28, 2002, were $829, a decrease of $351 or
29.8% compared with sales of $1,180 in the third quarter in the prior fiscal
year. The decrease in sales is attributable mainly to competitive pressures,
delays in award of anticipated contracts and continuing uncertainties related to
September 11, 2001. An entry of ($111) was made during the quarter to adjust
Peripheral Equipment Corporation ("PEC") sales from a prior period.

Cost of sales for the quarter ended July 28, 2002 were favorable due to
efficiencies in purchasing and manufacturing. The prior year also included
substantial writeoffs of inventory charged to cost of goods sold. Actual cost of
sales were $591 compared to $1,070 for the same period in the prior year, a
reduction of 44.8% or $479.

Selling, general and administrative expenses for the quarter ended July 28,
2002, were $1,073 (129% of sales), an increase of $926 or 117% of sales,
compared with $147 (12% of sales) for the same period in the prior fiscal year.
The increase was due to the addition of staff related to merging Peripheral
Equipment Corporation ("PEC") into Datametrics following the acquisition of PEC
in December 2001 and charges of $290 related to issuing stock and warrants and
write-off of miscellaneous balances totaling $88.

Net interest and other expenses was $117 for the quarter ended July 28, 2002,
compared with net interest expense of $316 for the third quarter of the prior
fiscal year. This decrease is due to the conversion of debt to equity including
accrued interest of $961 and principal of %6,219.

The loss for the quarter ended July 28, 2002, amounted to $1,555, a decrease of
41.7% compared with a loss of $2,668 for the third quarter in the prior fiscal
year. The decrease in loss for the current period is attributable to
significantly smaller inventory adjustments compared to the same quarter of the
prior fiscal year.

Management has determined that, based on the Company's historical losses from
recurring operations, the Company will most likely not recognize its net
deferred tax assets at July 28, 2002. Ultimate recognition of these tax assets
is dependent, to some extent, on the future revenue levels and margins of the
Company. It is the intention of management to assess the appropriate level for
the valuation allowance each quarter.

<PAGE>


                 Nine Month Period Ended July 28, 2002, Compared
                    To Nine Month Period Ended July 29, 2001
                                 (in thousands)

Sales for the nine month period ended July 28, 2002, were $3,864, an increase of
$1,054 or 37.5%, compared with sales of $2,810 in the same period of the prior
fiscal year. The increase in sales was due mostly to the 3M hardware and
intellectual property sale in the first and second quarter of the current year
in the amount of $1,896. The decrease in the other sales is attributable to
competitive pressure, delays in award of anticipated contracts, continuing
uncertainties related to September 11, 2001, and an adjustment of ($111) related
to Peripheral Equipment Corporation ("PEC") sales from a prior period.


Cost of sales for the first nine months of fiscal 2002 was $1,727 (45% of
sales), a decrease of $1,449 or 45.6%, compared with $3,176 (113% of sales) for
the same period in the prior fiscal year primarily due to the favorable cost of
sale on the 3M sales and a smaller inventory adjustment in cost of sales during
the current period.

Selling, General and Administrative expenses for the nine month period ended
July 28, 2002, were $2,680 (69% of sales), an increase of $1,107 or 70.4%
compared with $1,573 (56% of sales) for the same period during the prior fiscal
year. The SG&A costs increased primarily due to the assimilation of PEC and
expenses associated with issuing stock and warrants (see note 8 to the financial
statements).

The other income difference is due primarily to $1,046 of life insurance
proceeds in the first quarter of the same period in the prior fiscal year.

The net loss for the nine month period ended July 28, 2002, amounted to $1,931,
a decrease of $3,575 compared with a net loss of $5,506 for the same period in
the prior fiscal year. The reduced loss for the current fiscal year is due to
significantly smaller write-downs of PEC inventory and favorable costs of sales
on the 3M transaction.

LIQUIDITY  AND  CAPITAL  RESOURCES

The Company's principal capital requirements have been to fund working capital
needs, capital expenditures and the payment of long term debt. The Company has
formerly relied upon internally generated funds, private placement proceeds,
subordinated debt and other bank debt to finance its operation. The Company's
liquidity and cash resources are significantly impaired by ongoing losses. As a
result, additional equity or other capital is required to satisfy operating
expenses in the short and long term. The Company also has a secured promissory
note in the outstanding principal amount of $2,900 due in January 2003. The
Company will need to either restructure this obligation or secure alternate
financing in order to avoid a default. There are doubts about the Company's
ability to continue as a going concern if such additional capital is not raised.

Net cash provided (used) in operations was $84 and $(1,660), in the first nine
months of 2002 and 2001 respectively. The change from 2001 to 2002 was due to a
renewed focus on the military market and significantly reduced use of cash in
the current year reflected in lower cost of sales associated with the 3M
transaction. As of July 28, 2002, the Company had cash and cash equivalents of
$310 compared to $351 at the end of the third quarter in the prior fiscal year.

Net cash provided by (used) in investing activities was $0 and $(21) in the
first nine months of fiscal 2002 and 2001 respectively. Capital expenditures for
property, plant and equipment occurred in fiscal 2001.


<PAGE>


Net cash provided (used) in financing activities was $(20) and $2,004 in the
first nine months of fiscal 2002 and 2001 respectively. The change from fiscal
2001 to 2002 was primarily related to the debt conversion in the second quarter.

In January 2002, the Company granted 3M an exclusive license for the "vehicle
registration and identification" market and sold certain related equipment for
$1,896. The Company used the proceeds for operating expenses, marketing
expenses, to satisfy current obligations and for its restructuring.

Effective April 26, 2002, the Company amended its Certificate of Incorporation
to increase the number of authorized shares of the Company's Common Stock, $0.01
par value, from 40,000 to 800,000 and to increase the number of
authorized shares of the Company's Preferred Stock, $0.01 par value, from
5,000 to 40,000.  The Company's Certificate of Incorporation was also
amended effective April 26, 2002, to effect a stock combination through a
reverse split pursuant to which every twenty (20) shares of outstanding Common
Stock were reclassified into one (1) share of Common Stock. The post-split par
value was previously reported at $0.20 and $0.08 respectively.

In connection with its efforts to convert certain outstanding indebtedness to
equity, the Company converted its 12% Senior Subordinated Secured Notes in the
aggregate principal amount of $2,836 and the holders of 96% of its 10%
Subordinated Notes in the aggregate principal amount of $3,524 for Common
Stock of the Company. Upon the effectiveness of the amendments to the Company's
Certificate of Incorporation, including the one for 20 reverse stock split; the
$2,836 principal amount of the 12% Senior Subordinated Secured Notes were
converted into an aggregate of 3,119 shares of Common Stock and the $3,383 (96%
of $3,524) principal amount of the 10% Subordinated Notes were converted into
4,819 shares of Common Stock.


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 appropriated
points in this report and the Company's other SEC filings. Additionally, the
Company has been engaged in supplying equipment and services to U.S. government
defense programs which are subject to special risks, including contract
renegotiations and the intense competition for available defense business.

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.

PART  II  OTHER  INFORMATION (in thousands)

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, except as
disclosed therein.


<PAGE>


Item  2.  CHANGES  IN  SECURITIES  AND  USES  OF  PROCEEDS

Pursuant to an agreement with holders of Made My Way (a former subsidiary of the
Company) the Company issued 120 shares of its common stock upon surrender of 600
shares of the Made My Way stock in June 2002. The transaction was exempt from
registration under Section 4(2) of the Securities Act of 1933 (the "Act").

In November 2001, the company authorized the award of stock options following
the effectiveness of the Company's reverse stock split to board members Messrs.
Bertram, Galloway, Herman and Friedenberg in consideration for their efforts in
restructuring the Company's capital structure and as management incentives. The
award of those options for a total of 5,103 shares of common stock at an
exercise price of $0.28 and the recognition of associated expenses did not
actually occur until June 2002. The issuance of the options was exempt from
registration under Section 4(2) of the Act.

Item  3.  DEFAULTS UPON SENIOR SECURITIES

          None.

Item  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITIES  HOLDERS

          None.

Item  5.  OTHER  INFORMATION

During the third quarter of fiscal 2002, the Chief Accounting Officer, Mr.
Phillip Lambert, resigned and was replaced by Mr. Greg S. Lipsit. Mr. Lipsit has
almost 20 years of experience in aerospace, defense and commercial sectors
including financial and operational responsibilities.

Item  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Exhibits:  Sarbanes-Oxley  Certification.

Reports  on  Form  8-K:  None.


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:  10/07/02                                     /s/  DANIEL  BERTRAM
                                                    -----------------------
                                                    Daniel  Bertram
                                                    Chief  Executive  Officer


Dated:  10/07/02                                     /s/  GREG  S.  LIPSIT
                                                    -----------------------
                                                    Greg  S.  Lipsit
                                                    Chief  Accounting  Officer


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