UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[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  June  21,  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
          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  Resled  of  Operations                         9


Part  II  -  Other  Information

     Item  1.  Legal  Proceedings                                             11
     Item  2.  Changes  in  securities  and  uses of funds                    11
     Item  3.  Submission  of  matters  to  a  vote  of  security  holders    11
     Item  4.  Other  information                                             11
     Item  5.  Exhibits  and  Reports  on  Form  8-K                          11



Signatures                                                                    12




<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 $603,000
on a consolidated basis.

     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 135,000
          shares of common stock on a post-split basis.

     6.   Comparable data for the Statement of Cash Flows was not available for
          the subsidiary acquired, in December, 2001, for the third quarter of
          the prior fiscal year. Consequently, the statements of cash flows for
          the nine months ended July 28, 2002 and July 29, 2001, do not include
          the effect of cash flows for the subsidiary. This data will be
          provided when it becomes available.

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 qualified proposal activity and has
increased its marketing efforts to successfully 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 $351or 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.

Cost of sales is unfavorable due to inefficiencies in purchasing and
manufacturing. The actual cost of sales of $1,194 compared to $1,070 for the
same period in the prior year.

Selling, general and administrative expenses for the quarter ended July 28,
2002, were $468 (56% of sales), an increase of $321 or 44% 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 PEC management into
Datametrics' staff.

Net interest and other expenses was $119 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 certain debt to equity.

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.

Cost of sales for the first nine months of fiscal 2002 was $2,330 (60% of
sales), a decrease of $846 or 26.6%, 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 $2,075 (54% of sales), an increase of $502 or 31.9% 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 the PEC.

The other income difference is due to $1,046 of life insurance proceeds in the
first quarter of the same period in the prior fiscal year and the debt
restructuring eliminating the interest accrual.

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 writedowns 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 may be required to satisfy operating
expenses in the short and long term. 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 $______ 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. 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 $______ 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 $________ 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
$1,900. 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 40,000,00 to 800,000,000 and to increase the number of
authorized shares of the Company's Preferred Stock, $0.01 par value, from
5,000,000 to 40,000,000. 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 had received commitments from the holders of its 12% Senior
Subordinated Secured Notes in the aggregate principal amount of $2,835,607 and
the holders of 96% of its 10% Subordinated Notes in the aggregate principal
amount of $3,524,000 to exchange such promissory notes for Common Stock of the
Company effecting the increase in the authorized number of shares of Common
Stock. Upon the effectiveness of the amendments to the Company's Certificate of
Incorporation, including the one for 20 reverse stock split; the $2,835,607
principal amount of the 12% Senior Subordinated Secured Notes were converted
into an aggregate of 3,119,168 shares of Common Stock and the $3,383,040 (96% of
$3,524,000) principal amount of the 10% Subordinated Notes were converted into
4,818,659 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

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 shareholders of Made My Way stock that was
previously purchased from the Company, the Company has issued 120,000 shares of
its common stock upon surrender of the Made My Way shares.

On February 28, 2002, the Company had contemplated award of stock options 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 totaling 5,103,413 shares of
common stock and the recognition of associated expenses did not actually occur
until the 3rd quarter of the current fiscal year.

Item  3.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITIES  HOLDERS

          None.

Item  4.  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 progressively responsible experience in aerospace, defense
and commercial sectors including financial and operational responsibilites.

Item  5.  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:  9/17/02                                     /s/  DANIEL  BERTRAM
                                                    -----------------------
                                                    Daniel  Betram
                                                    Chief  Executive  Officer


Dated:  9/17/02                                     /s/  GREG  S.  LIPSIT
                                                    -----------------------
                                                    Greg  S.  Lipsit
                                                    Chief  Accounting  Officer

<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                                  0
                                                                       -------
       Total current assets                                              2,773

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                                                              54

      Total assets                                                    $  4,375
                                                                       =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Current maturities of long-term debt                                   2,923
  Accounts payable                                                         742
  Accrued expenses                                                         731
                                                                       -------
      Total current liabilities                                          4,396
                                                                       -------

  Note payable                                                             852

  Loan payable                                                             141
  Senior priority convertible notes                                      1,025
                                                                       -------
      Total liabilities                                               $  6,414

Stockholder's equity
  Preferred stock, $.01 per 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                                            53,824
  Accumulated deficit                                                  (55,964)
                                                                        ------
      Total stockholder's deficit                                       (2,039)
                                                                       -------
Total Liabilities and Stockholder's Deficit                           $  4,375
                                                                       =======
</TABLE>


          See accompanying notes to consolidated financial statements.




<PAGE>


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



<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       $ (1,194)      $ (1,070)         $ (2,330)      $ (3,176)
                                                   --------       --------          --------       --------
Gross profit (loss)                               $   (365)      $    110          $  1,534       $   (366)
Selling, general & administrative expenses        $   (468)      $   (147)         $ (2,075)      $ (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                     $ (1,436)      $ (2,352)         $ (1,144)      $ (5,648)

Other income (expense)
        Life insurance proceeds                    --             --                --            $  1,046
        Interest expense, net                     $   (119)      $   (316)         $   (787)      $   (904)
                                                   --------       --------          --------       --------

Profit (loss) before extraordinary item           $ (1,555)      $ (2,668)         $ (1,931)      $ (5,506)

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 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             $(1,194)      $ (1,070)     $ (2,330)    $ (3,176)
                                                   -------       --------      --------     --------
Gross profit (loss)                               $  (365)      $    110      $  1,534     $   (366)
Selling, general & administrative expenses        $  (468)      $   (147)     $ (2,075)    $  (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                     $(1,436)      $ (2,352)     $ (1,144)    $  (5,648)

Other income (expense)
         Life insurance proceeds                   --            --            --          $   1,046
         Interest expense, net                    $  (119)      $   (316)     $   (787)    $    (904)
                                                   -------       --------      --------     --------

Profit (loss) before extraordinary item           $(1,555)      $ (2,668)     $ (1,931)    $  (5,506)

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
                             STATEMENT OF CASH FLOWS
                                 See Footnote 6

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                        July 28          July 29
                                                                         2002              2001
                                                                         ----              ----


<S>                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                       $   622          $ (5,506)
Adjustments to reconcile net loss to net cash
Provided (used in) by operating activities:
          Depreciation                                                      145               225
          Writedown of inventory                                             --             3,215
          Provision for contract adjustment                                  --                50
          Capitalized interest expense                                                         82
          Provision for bad debts                                            50                --
          Advances to subsidiary for operations                              --                --
          Non-cash charges related to lease abandonment                      --               250
          Writedown of website costs                                         --               194
          Advances to employees                                            (319)               --
          Repayment of employee advances                                    188                --
          Expenses satisfied by issuance of common stock                     30                --
Changes in assets and liabilities:                                           --
          Accounts receivable                                               388              (792)
          Inventory                                                          82               114
          Prepaid expenses and other current assets                          53               285
          Other assets                                                      (36)               54
          Accounts payable                                                 (219)              113
          Accrued Expenses                                                  261                56
                                                                         -------           -------
                Net cash provided by (used in) operating activities       1,245            (1,660)

CASH FLOWS FROM INVESTING ACTIVITIES
Capitl expenditures for Property, Plant and Equipment                                        (21)
                                                                         -------           -------
                Net cash provided by (used in) investing activities           0               (21)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings senior priority convertible notes                                 --             1,025
Borrowings (payments) on long-term debt                                      --               (13)
Borrowings (payments) on note payable                                       (13)              926
Proceeds from issuance of common stock and warrants                          --                66
                                                                         -------           -------
                Net cash provided by (used in) financing activities         (13)            2,004

Net increase (decrease) in cash and cash equivalents                          44              323
Cash at the beginning of the period                                          246               28
                                                                         -------           -------
Cash at the end of the period                                            $   290           $   351
                                                                         =======           =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
          Debt refinancing                                               $    --           $ 2,601
          Interest paid                                                      149               445
                                                                         -------           -------
                                                                         $   149           $ 3,046
                                                                         =======           =======
Non-cash transaction
Accrual of 10% senior subordinated notes due 2000                                          $    88

Accrual of 12% senior subordinated notes due 2000                                          $    85

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



     See  accompanying  notes  to  consolidated  financial  statements.