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

                       FORM 10-K

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

For the Fiscal Year                               Commission File
Ended March 31, 1997                              Number 0-7445

                   DATRON SYSTEMS INCORPORATED
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)

   Delaware                                       95-2582922
  ----------                                      ----------
(State of Incorporation)                     (I.R.S. Employer Ident.No.)

304 Enterprise Street, Escondido, California      92029-1297
--------------------------------------------      ----------
(Address of principal executive offices)          (Zip Code)
     
Registrant's telephone number, including area code:  (760) 747-3734

    Securities registered pursuant to Section 12(b) of the Act:  None

       Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $0.01
                  -----------------------------
                           (Title of Class)
 
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 by check mark if disclosure of delinquent filings pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  ( X )

The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of
June 17, 1997 was $25.6 million, based on the closing price on that date
on the Nasdaq Stock Market.

The number of shares outstanding of each of the registrant's classes of
common stock as of June 17, 1997 was:  Common Stock, par value $0.01 --
2,664,416 shares.

                   DOCUMENTS INCORPORATED BY REFERENCE

1.   Certain portions of registrant's Annual Proxy Statement to be filed
     pursuant to Regulation 14A of the Securities Exchange Act of 1934,
     as amended, in connection with the Annual Meeting of Stockholders
     of the registrant to be held August 18, 1997 are incorporated by
     reference into Part III of this report.

2.   Items contained in the above-referenced document which are not
     specifically incorporated by reference are not included in this
     report.

<PAGE>

                   DATRON SYSTEMS INCORPORATED
                            FORM 10-K
                        FISCAL YEAR 1997

                       TABLE OF CONTENTS


PART I                                                         1

Item 1.  Business                                              1
Item 2.  Properties                                            7
Item 3.  Legal Proceedings                                     8
Item 4.  Submission of Matters to a Vote of Security Holders   8

PART II                                                        9

Item 5.  Market for Registrant's Common Equity and Related
             Stockholder Matters                               9
Item 6.   Selected Financial Data                              9
Item 7.   Management's Discussion And Analysis Of Financial
             Condition And Results Of Operations               9
Item 8.   Financial Statements And Supplemental Data           9
Item 9.   Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure              9

PART III                                                       10

Item 10.  Directors and Executive Officers of the Registrant   10
Item 11.  Executive Compensation                               10
Item 12.  Security Ownership of Certain Beneficial Owners and
              Management                                       10
Item 13.  Certain Relationships and Related Transactions       10

PART IV                                                        11
Item 14.  Exhibits, Financial Statement Schedules, and Reports
              on Form 8-K                                      11

<PAGE>1
PART I

Item 1.  Business.

Company Overview

Datron Systems Incorporated and its wholly owned subsidiaries (the
"Company") provide specialized satellite communication products and
systems and high quality radio communication products and services to
worldwide markets and to several United States Government customers,
including the Department of Defense ("DoD").  The Company was founded in
1969 and became an independent publicly held corporation in 1985.

In October 1985, the Company acquired its wholly owned subsidiary,
Datron World Communications Inc., formerly known as Trans World
Communications, Inc. ("DWC"), through which the business of its
Communication Products and Services segment is conducted.  In June 1990,
the Company acquired its wholly owned subsidiary, Datron/Transco Inc.,
formerly known as Transco Communications Inc. ("D/T"), through which the
business of its Antenna and Imaging Systems segment is conducted.  In
September 1993, the Company formed a wholly owned subsidiary, Datron
Telecommunications International Inc., to provide private international
telecommunication systems.  Datron Telecommunications was merged into
DWC on March 31, 1995.  The Company discontinued its private
international telecommunications business in fiscal 1996.

Because of a decline in U. S. defense spending, the Company decided to
streamline and restructure its Antenna and Imaging Systems business
segment.  That decision was announced in February 1993 and implemented
in June 1993.  As part of the restructuring, the then existing
operations of the Antenna and Imaging Systems segment were physically
consolidated in one location and operating assets and employees of D/T
and the Company's Datron division were combined at D/T.  Datron Systems
Incorporated became a holding company owning two operating entities:
DWC and D/T.

In March 1996, D/T consolidated its image processing division in San
Jose, California, which was acquired in August 1994, with its remote
sensing earth station business in Simi Valley, California.  In
connection with that consolidation, the Company recorded a restructuring
charge of $1,421,000 ($855,000, or $0.32 per share, after taxes).


Investment Considerations

This report contains certain forward-looking statements that may be used
in evaluating the opportunities and risks associated with future Company
performance.  However, actual results could differ materially from those
described in the forward-looking statements due to, among other things,
the following factors:

Dependence on Sales to Foreign Customers

Sales to foreign customers accounted for 49%, 58% and 62% of
consolidated sales in fiscal 1997, 1996 and 1995, respectively.  Sales
of Communication Products and Services have been even more highly
concentrated with foreign customers:  94%, 93% and 95% in fiscal 1997,
1996 and 1995, respectively.  Sales to foreign customers often involve
risk because of political and economic uncertainties in many foreign
countries, which can result in funding delays or inability of those
customers to obtain financing for anticipated purchases of Company
products.  As a result, it is often more difficult to predict order
bookings from foreign customers than it is from domestic customers.  In
addition, foreign political unrest, war and economic downturns could
have a significant negative impact on future Company sales and income.

<PAGE>2
Reliance on Large Orders from a Small Number of Customers

A substantial percentage of sales may be heavily concentrated with a
small number of customers.  Within the Communication Products and
Services segment, one customer accounted for 31%, 39% and 36% of that
segment's sales in fiscal 1997, 1996 and 1995, respectively.  The same
customer accounted for the fiscal 1997 and fiscal 1996 amounts.
Although sales in the Antenna and Imaging Systems business segment have
not been so heavily concentrated with one customer, it is common for a
small number of customers to each account for approximately 5% to 15% of
that segment's sales each year.  Because it is unusual to receive large
orders from the same customer in successive years, it is necessary to
find new customers each year to replace the previous year's sales.
There can be no assurance that the Company will be able to do so in the
future.  In addition, reliance on large orders can result in financial
performance varying widely from quarter-to-quarter, and also carries
contract cancellation risk that can more adversely affect Company
performance than it would if the Company depended on small orders from a
large number of customers.

New Consumer Product and Market

In November 1995, the Company introduced its first consumer product, a
mobile direct broadcast satellite ("DBS") television reception system
for recreational vehicles and long-haul trucks.  This product represents
a departure from the Company's historical business that has focused on
large contracts, relatively small numbers of deliverables and customers
that are primarily government agencies or large corporations.  Several
additional DBS antenna products were introduced in fiscal 1997,
including a marine product line, and a production line was established
to meet expected demand for these products.  The Company began fiscal
1997 with signed agreements to sell its DBS products through two well-
established consumer electronics distributors.  That method of
distribution was not effective and the Company spent the latter part of
fiscal 1997 unwinding the distribution agreements, clearing the
distribution pipeline and establishing a factory direct to dealer
distribution system.  The Company does not have previous experience in
building or selling a consumer product.  Although it believes it can
produce the DBS products in required quantities, there can be no
assurance it will be able to do so.  Also, although the Company believes
its new methods of distribution will improve sales, there can be no
assurance it will or that consumer demand for its DBS products will be
as large as the Company anticipates.

Competitors

The Company has competitors for all the products and services it offers.
The level of competition varies by product line and ranges from many
competitors for its radio products to a few competitors for its tracking
antenna products.  The Company could be adversely affected by
competitors' development of new or different products that may provide
or be perceived as providing greater value than the Company's products.
The Company may or may not be successful in developing competing
products.   Many of the Company's competitors and potential competitors
have substantially greater resources than the Company and may be more
successful in developing, producing and marketing their products.  In
such case, the Company may experience substantial competition, which
could have a material adverse effect on the Company's business.

Declining Sales for the U.S. Department of Defense

In fiscal 1993, the Company restructured its operations in response to
declining DoD spending.  Sales for the DoD have declined from $31.9
million in fiscal 1993 to $16.3 million in fiscal 1997, primarily due to
completion of long-term DoD contracts that have not been replaced with
new orders.  The Company believes sales for the DoD may continue to
decline in the future, although at a less severe rate than in recent
years.  However, those sales are still expected to represent a
significant portion of the Company's consolidated sales.  There can be
no assurance that new DoD orders will be received or that the orders
received will be sufficient to meet the Company's sales objectives.

<PAGE>3
General

The Company operates in two business segments:  Antenna and Imaging
Systems, which are supplied by D/T, and Communication Products and
Services, which are supplied by DWC.

Antenna and Imaging Systems

This segment designs and manufactures satellite communication terminals,
telemetry tracking and command systems, servo control products and high-
quality microwave antennas.  In fiscal 1994, because of a continuing
decline in defense business, the Company began pursuing additional
markets for its products.  The primary such market has been remote
sensing satellite earth stations, and the Company now provides earth
station hardware, software and image processing systems to that market.
In fiscal 1996, the Company introduced the DBS-3000, a mobile satellite
television reception system for recreational vehicles and long-haul
trucks.  That system was the Company's first consumer product.

The business of this segment was adversely affected in fiscal 1996 by
the cancellation of an $8.8 million remote sensing system order and by
lower than anticipated order bookings and sales of remote sensing
systems.  It was these events that led to the consolidation of the
remote sensing business in the fourth fiscal quarter ended March 31,
1996.

Descriptions of the major product areas are as follows:

Satellite Communication (SATCOM) Terminals.  The Company is a major
supplier of satellite communication antenna systems and subsystems used
to receive defense-related data and data transmitted through satellites
of other government and commercial organizations.  The stabilizing and
automatic tracking capabilities of its antenna systems make them
particularly well suited for use on ships, motor vehicles and other
mobile platforms.  Over the past two decades, the Company has been a
prime contractor to the U.S. Navy for shipboard SATCOM antenna systems.

The United States military has developed a SATCOM system known as
MILSTAR.  This system is designed to accommodate satellite
communications by the U.S. Army, Navy and Air Force in the EHF
(extremely high frequency) spectrum and is much less vulnerable to
interference or interception than earlier generation military SATCOM
systems.  The Company has been a subcontractor of Raytheon in the Navy's
segment of the MILSTAR program known as NESP.  Under the subcontract,
the Company developed a pedestal for shipboard antennas that supports
and positions the antenna in response to external commands.  Raytheon
was awarded the NESP production contract in November 1986 and the
Company received its first production award from Raytheon in March 1990.
This program was substantially concluded in fiscal 1997.

Telemetry Tracking and Command (TT&C) Systems.  TT&C systems monitor and
control vehicles such as satellites, missiles and aircraft.  They
receive radio telemetry signals containing vehicle status information,
engage in automatic tracking of the vehicle so contact is maintained and
transmit command signals so vehicle control can be established and
maintained.

Servo Control Products.  The Company's involvement with SATCOM and TT&C
markets has required a high capability in radio frequency electronics,
antenna engineering, servo controls and large precision mechanical
systems.  The Company has developed a product line of pedestals and
rotators, servo power amplifiers and positioning control units that are
often used as building blocks for specific customer requirements.

<PAGE>4
Microwave Products.  The Company designs and manufactures broad
bandwidth microwave antennas for the aerospace industry that are used on
high performance aircraft, missiles and space launch vehicles.  The
Company formerly manufactured electromechanical radio frequency switches
for use in high performance aircraft, but sold that business in fiscal
1995.

Remote Sensing Satellite (RSS) Systems.  The RSS systems market is a
subset of the broader earth observation market.  It involves using
several types of satellites containing optical and radar sensors in
conjunction with specific earth acquisition and data processing
equipment to produce images.  The images are in the form of hard copy
and/or digital data that allow the user to study changes on the earth's
surface or environment.  Applications include locating minerals,
updating maps, forecasting weather, monitoring crops, studying the
environment, monitoring earth resources and gathering economic or
military intelligence.

The Company has supplied antennas for RSS purposes for several years.
In fiscal 1994, the Company began to focus more attention and resources
on the RSS systems market.  As part of this strategy, the Company formed
a joint venture with International Imaging Systems, Inc. (I2S), a
privately-held company in Milpitas, California, to provide complete RSS
systems for the international marketplace.  I2S's expertise was in the
fields of digital image processing and photogrammetry.  The Company
acquired I2S in fiscal 1995 and is now able to offer its customers
complete RSS earth stations, including image processing capability.
During fiscal 1997, RSS sales accounted for 35% of the Antenna and
Imaging Systems' sales compared with 29% of its sales in fiscal 1996.

Mobile DBS Television Systems.  The Company introduced its first DBS
antenna product in fiscal 1996.  That product allows a recreational
vehicle owner or trucker to receive DBS television from a parked vehicle
at the touch of a button by automatically locating the satellite.
During fiscal 1997, the Company introduced several additional DBS
antenna products including systems for boats at anchor, boats underway,
RVs and trucks on the open road, and satellite telephone service through
a dual frequency feed that operates simultaneously with the television
system.  Also during fiscal 1997, the Company was first to demonstrate
live DBS television on a commercial airliner, and now offers airborne
DBS systems designed for both commercial and business jets.

Customers and Marketing

Sales of Antenna and Imaging Systems' products and services have
historically been concentrated with the DoD, which accounted for 47% of
this segment's fiscal 1997 sales and 55% of its fiscal 1996 sales.
Marketing and sales activities for its DoD customers are conducted by
internal sales and engineering personnel.  Most customers for the RSS
systems business are foreign government space and communications
agencies.  Marketing and sales activities for those products are
conducted through independent sales representatives in Europe, South
America and Asia.

Introduction of mobile DBS television systems required the Company to
establish new distribution networks to sell these consumer products.
Its initial approach of using exclusive national distributors was not
effective and fiscal 1997 sales of these products did not meet Company
expectations.  The Company is now selling its DBS products direct to
dealers and original equipment manufacturers, as well as through select
non exclusive distributors and agents.  Company employees provide sales
and marketing support and installation training for the dealers.

Manufacturing, Assembly and Sources of Supply

Products for the Company's Antenna and Imaging Systems segment are
designed, manufactured and assembled at facilities in Simi Valley,
California.  The Company purchases certain components and subsystems
from subcontractors and vendors.  Some of these items are standard off-
the-shelf components and others are fabricated to Company
specifications.  The Company also fabricates electronic assemblies from
purchased electronic components and circuit boards.  A production line
for DBS antenna products was established in fiscal 1996 and expanded in
fiscal 1997.

<PAGE>5
The Company is rarely dependent on a single source of supply for
materials, parts or components.  However, once a subcontractor is
selected to provide components built to Company specifications, the
Company is often dependent on that subcontractor.  Failure of the
subcontractor to perform could jeopardize the ability of the Company to
meet its required delivery schedules.


Communication Products and Services

This business segment designs, manufactures and distributes high
frequency (HF) radios and accessories for over-the-horizon radio
communications and very high frequency (VHF) radios and accessories for
line-of-sight communications.  The Company's HF radios operate in the
frequency range of 1.6 to 30 megahertz, where radio waves generated from
the transmitter reflect off the ionosphere back to the point of receipt
on earth.  The Company's VHF radio products, which operate in the
frequency range of 30 to 88 megahertz, provide users high-quality
transmission for line-of-sight communications.

In addition to its standard radios, the Company offers frequency hopping
and encryption options to its VHF product line and automatic link
establishment options to its HF product line.  Frequency hopping is a
technique that prevents interruption or interception of radio signals by
changing, at very high speeds, the frequency at which they are
transmitted.  This technology utilizes advanced synchronized mechanisms
that ensure all radios in a network are synchronized and frequency hop
at the same time.  Automatic link establishment, when used in HF radio
equipment, automatically determines the best available frequencies on
which to communicate.

The Company offers a wide range of accessory products to complement the
HF and VHF product lines.  These accessory products include antennas and
antenna tuners, power sources, amplifiers, remote control systems,
modems, data communications equipment and audio accessories.

A substantial percentage of sales of Communication Products and Services
are often concentrated with a small number of customers.  In fiscal
1997, two Asian customers accounted for 31% and 24% of this segment's
sales.  In fiscal 1996, one of the same Asian customers accounted for
39% of this segment's sales.  And, in fiscal 1995, an African customer
accounted for 36% of this segment's sales.  Because it is unusual to
receive large orders from the same customer in successive years, it is
often necessary to find new customers each year to replace the previous
year's sales.  To minimize the impact fluctuating sales may have on the
Company's operations, temporary employees are used whenever possible.

The Federal Communications Commission granted the Company a license to
carry international telephone traffic in May 1993 and the Company began
carrying international telephone traffic to customers in Ukraine and
Latvia in September 1993 and to a customer in Russia during fiscal 1995.
Also in fiscal 1995, the Company established an uplink facility in
California to carry satellite paging traffic for customers in the United
States.  However, in fiscal 1996, the Company determined that
significantly larger resources would be required to compete successfully
in these markets and that competition would likely drive margins to an
unacceptably low level.  Consequently, the Company withdrew from these
markets during fiscal 1996.

Customers and Marketing

Sales to foreign customers accounted for 94% of this segment's fiscal
1997 sales and 93% of the segment's fiscal 1996 sales.  Most of its
international customers are agencies of foreign governments that perform
civil defense, paramilitary and military operations, and foreign
governmental agencies that perform civilian tasks unrelated to military
operations, such as civil aviation agencies, drug interdiction agencies,
embassies and disaster relief organizations.  Domestic customers are
primarily various agencies of the United States Government, including
the Drug Enforcement Administration and Department of State.

<PAGE>6
The Company's products are sold in over 80 countries by a network of
independent sales and service representatives, most of whom are non-
exclusive sales agents of the Company.  These representatives provide
both pre-sale and post-sale support.  Many of them operate service
facilities that offer both warranty and long-term maintenance of the
Company's equipment.  Sales are usually denominated in U.S. Dollars.

In addition to direct sales, the Company sometimes sells its radio
products to international suppliers of complementary equipment.  It also
sometimes licenses the local manufacturing of its equipment to customers
in certain countries.  The latter practice is usually followed where
local regulations discourage the importation of complete units.

Manufacturing, Assembly and Sources of Supply

Communication products are designed and manufactured at facilities in
Escondido, California.  Company engineers work closely with
manufacturing and marketing personnel to improve existing designs and to
introduce new products that meet the ever changing demands of the
marketplace.  A new family of handheld radios was introduced in fiscal
1997 and introduction of additional new radio products is planned for
fiscal 1998.  The Company purchases certain electronic components,
circuit boards and fabricated metal parts, and painting and silk
screening services.  Other than when it licenses overseas manufacturing
for a particular local market, the Company performs most other
manufacturing functions necessary for the production of its products.

The Company is rarely dependent on any single source of supply for the
manufacture of its communication products.  Although only one supplier
may be used for certain parts, the Company believes that multiple
sources are usually available.


Backlog

Order backlog at March 31 was as follows:
<TABLE>
<CAPTION>
                                        1997       1996
                                   ------------------------
     <S>                           <C>         <C>
     Antenna and Imaging Systems   $13,086,000 $19,321,000
     Communication Products and
       Services                      4,862,000   2,801,000
                                    -----------------------
     Total                         $17,948,000 $22,122,000
                                   =======================
</TABLE>

The 32% decrease in Antenna and Imaging Systems backlog at March 31,
1997 compared with the prior year was primarily due to lower bookings of
remote sensing systems and to a continued decline in long-term DoD
business.  The lower bookings of remote sensing systems resulted in part
from delayed awards.  Several of those delayed awards were received in
the first quarter of fiscal 1998, and as result order bookings for
remote sensing systems are expected to be higher in fiscal 1998 than
they were in fiscal 1997.

The 74% increase in Communication Products and services backlog at March
31, 1997 compared with the prior year was due to improved order bookings
in the fourth quarter ended March 31, 1997.  Although fourth quarter
order bookings were higher than they were in the comparable period last
year, order bookings for Communication Products and Services were lower
in fiscal 1997 than they were in fiscal 1996.  There can be no
assurances that order bookings will improve in fiscal 1998.

<PAGE>7
Competition

The Company competes in each of its business segments with several
companies.  Depending on the specific product, these companies may be
similar in size to the Company or may be large diversified companies
which at times may also be customers of the Company.  The Company
believes its major competitive advantages are the quality of its
products, their cost effective designs, timeliness of delivery, ease of
use and easy serviceability.


Patents, Trademarks, Copyrights and Licenses

The Company has applied for several patents related to its DBS products.
However, the Company believes that patents are not a significant factor
in the Company's business and that the success of the Company depends
primarily on the technical competence and managerial and marketing
ability of the Company's personnel.

DATRON(r) and design, TRANSWORLD(r), I2S(r), PRI2SM(r), OPEN 2000(r), 
DBS-2000(r) and DBS-3000(r) are registered trademarks of the Company.
The Company is in process of applying to the U.S. Patent and Trademark Office 
to use the trademarks VI2STA(tm)  and DBS-4000(tm), based on intent to use.

The Company has obtained licenses for the VHF frequency hopping
technology and for the automatic link establishment technology used in
the Company's VHF and HF radio products, respectively.


Employees

The Company employed approximately 309 employees at the end of fiscal
1997 compared with approximately 345 employees at the end of fiscal
1996.  The decrease in employment during fiscal 1997 was primarily due
to reductions in overhead personnel in the Communication Products and
Services segment resulting from a lower sales level in fiscal 1997.

None of the Company's employees are covered by a collective bargaining
agreement and the Company considers its employee relations to be good.


Financial Information

Additional financial information concerning segment, geographic and
major customers is included in Note 10 of the Notes to Consolidated
Financial Statements.  See Part II, Item 8.

Item 2.  Properties.

DWC leases approximately 63,000 square feet of office, engineering and
manufacturing space in Escondido, California.  The lease term expires on
January 31, 1999 with two renewal options of five years each.  DWC and
the Company's corporate headquarters operate from that facility.

D/T owns a 110,000 square foot office, engineering and manufacturing
building located on a nine-acre site in Simi Valley, California.  D/T
conducts operations from that facility.

<PAGE>8
D/T leases 139,000 square feet of office, engineering and manufacturing
space in Camarillo, California.  The term of the lease is seven years
expiring June 28, 1998.  In June 1993, the Company moved from that
facility as part of the consolidation of D/T.  The Company has sublet
108,100 square feet of the facility to three subtenants whose subleases
expire on June 28, 1998.  D/T also leases a 20,000 square foot office,
engineering and manufacturing facility in San Jose, California.  That
lease term expires March 31, 1999.  The Company has sublet that facility
to a subtenant whose sublease expires March 31, 1999.

Information with respect to obligations for lease rentals is included in
Note 9 of the Notes to Consolidated Financial Statements.  See Part II,
Item 8.  The Company considers its properties to be suitable and
adequate for its present needs.  The facilities in Escondido and Simi
Valley are being fully utilized.  The facility in Camarillo is not
needed and a portion of it has been sublet.  The facility in San Jose is
not needed and has been sublet.


Item 3.  Legal Proceedings.

The Company is not involved in any litigation that is expected to have a
material effect on the Company's business or consolidated financial
position.

In August 1992, Trans World Communications, Inc. (Trans World), a wholly
owned subsidiary of the Company and which was renamed Datron World
Communications Inc. on March 31, 1995, was named as defendant in a
lawsuit filed by ATACS Corporation (ATACS) and AIRTACS Corporation
(AIRTACS) relating to a contract to provide radio communication
shelters.  ATACS and AIRTACS contend that Trans World entered into an
agreement to team with them on the contract and then wrongfully failed
to use them as subcontractors.  They seek damages in excess of
$2,000,000.  In a May 28, 1997 ruling, the court found Trans World in
breach of a teaming agreement but was not able to determine what
damages, if any, were incurred by ATACS and AIRTACS.  The court ordered
both parties to submit supplemental findings to support their positions
regarding damages.  The Company believes final resolution of this matter
will not materially affect the consolidated financial position of the
Company.


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

None.


Executive Officers of the Registrant

Richard W. Pershing, 69, has been Chairman of the Board of Directors of
the Company since September 1984.

David A. Derby, 55, has been President and Chief Executive Officer of
the Company since May 1982.

William L. Stephan, 51, has been Vice President, Chief Financial Officer
and Treasurer of the Company since November 1993.

Executive officers are elected by and serve at the discretion of the
Board of Directors.  There are no family relationships among directors
or executive officers of the Company.

<PAGE>9

PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters.

Information required by Item 5 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Common Stock Activity" on the inside back cover of the Annual Report,
that portion of which is attached hereto as Exhibit 13.


Item 6.  Selected Financial Data.

Information required by Item 6 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Datron Systems Incorporated Selected Financial Data" on the inside
front cover of the Annual Report, that portion of which is attached
hereto as Exhibit 13.


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

Information required by Item 7 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 8 through 11 of the Annual Report, that portion
of which is attached hereto as Exhibit 13.


Item 8.  Financial Statements and Supplementary Data.

Information required by Item 8 of Form 10-K is incorporated herein by
reference from the consolidated financial statements of the Company at
March 31, 1997 and 1996 and for each of the three years in the period
ended March 31, 1997 and the Independent Auditors' Report appearing on
pages 12 through 26 of the Annual Report, that portion of which is
attached hereto as Exhibit 13.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

During the two most recent fiscal years ended March 31, 1997, there has
not been a change in accountants or a reported disagreement with
accountants on any matter of accounting principles or practices or
financial statement disclosure.

<PAGE>10

PART III


Item 10.  Directors and Executive Officers of the Registrant.

Information required by Item 10 of Form 10-K with respect to directors
is incorporated herein by reference from the information contained in
the section captioned "Nomination and Election of Directors" in the
Company's Notice of Annual Meeting of Stockholders to be Held Monday,
August 18, 1997 at 11:00 A.M. and Proxy Statement ("Proxy Statement"), a
copy of which is to be filed as Exhibit 22 within 120 days of the end of
the Registrant's fiscal year.

Information required by Item 10 of Form 10-K with respect to executive
officers is set forth in Part I of this report under the section
captioned "Executive Officers of the Registrant," pursuant to
instruction 3 to paragraph (b) of Item 401 of Regulation S-K.


Item 11.  Executive Compensation.

Information required by Item 11 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Executive Compensation" in the Proxy Statement, a copy of which is to
be filed as Exhibit 22 within 120 days of the end of the Registrant's
fiscal year.


Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

Information required by Item 12 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement, a copy of which is to be filed as Exhibit 22 within 120
days of the end of the Registrant's fiscal year.


Item 13.  Certain Relationships and Related Transactions.

Information required by Item 13 of Form 10-K is incorporated herein by
reference from the information contained in the section captioned
"Executive Compensation" in the Proxy Statement, a copy of which is to
be filed as Exhibit 22 within 120 days of the end of the Registrant's
fiscal year.

<PAGE>11

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-
K.

(a)  The following documents are filed as part of this report:

                                                        Page in 1997
                                                        Annual Report
(1)  Financial Statements:

     Consolidated Balance Sheets at March 31, 1997
     and 1996                                              12

     Consolidated Statements of Operations for the Years
     Ended March 31, 1997, 1996 and 1995                   13

     Consolidated Statements of  Stockholders' Equity for
     the Years Ended March 31, 1997, 1996 and 1995         14-15

     Consolidated Statements of Cash Flows for the Years
     Ended March 31, 1997, 1996 and 1995                   16

     Notes to Consolidated Financial Statements            17-25

     Independent Auditors' Report                          26

(2)  Financial Statement Schedules:                        Page

     Independent Auditors' Report on Financial
     Statement Schedule                                    S-1

     Schedule II.  Valuation and Qualifying Accounts       S-2

     All other schedules for which provision is made in the applicable
     accounting regulations of the Securities and Exchange Commission
     are not required under the related instructions or are
     inapplicable, and therefore have been omitted.
     
(b)  No reports on Form 8-K were filed during the last quarter of the
     period covered by this report.

(c)  Exhibits.  The following exhibits are filed as part of this
     report:


     Exhibit
     Number               Description

     3.1    Certificate of Incorporation.<F1>
     
     3.2    Bylaws.<F1>
     
     4.15   Stockholder Rights Agreement dated August 21, 1990.<F7>
     
     4.16    First Amendment to Stockholder Rights Agreement dated as
              of October 29, 1993.<F9>
     
     10.5   1988 Key Employee Stock Purchase Plan.<F2>
     
     10.8    Employment Agreement between the Registrant and
             David A. Derby.<F3>
     
     10.9    Employment Agreement between the Registrant and
             Richard W. Pershing.<F3>
     
     10.31   Lease of Trans World Communications, Inc. facilities
             at 298, 302 and 304 Enterprise Street, Escondido,
             California.<F4>
     
     10.32   Sublease of Transco Products, Inc. facilities at
             1001 Flynn Rd., Camarillo, California.<F5>
     
     10.33   Guaranty of Sublease for Transco Products, Inc.
             facilities.<F5>
     
     10.34  Consent and Nondisturbance Agreement.<F5>
     
     10.36  Amended and Restated 1985 Stock Option Plan.<F6>
     
     10.37   First Amendment to Trans World Communications, Inc.
             Lease Agreement dated January 15, 1993.<F9>
     
     10.38   Contribution and Assumption Agreement between Datron
             Systems Incorporated and Datron/Transco Inc. dated
             June 30, 1993.<F9>
     
     10.39   Datron Systems Incorporated Profit Sharing and Savings
             Plan (Amended and Restated as of March 1, 1994).<F9>
     
     10.40   Trans World Communications, Inc. 401(k) Plan, as amended
             effective April 1, 1994.<F9>
     
     10.41   Credit Agreement and Note between the Registrant and
             Union Bank dated May 11, 1994.<F9>
     
     10.46  1995 Stock Option Plan.<F10>
     
     10.47   Second Amendment to Trans World Communications, Inc.
             Lease Agreement dated February 8, 1995.<F10>
     
     10.48   Agreement and Plan of Merger between Datron
             Telecommunications International Inc. and Trans World
             Communications, Inc. dated as of March 14, 1995.<F10>

     10.49   First, Second, Third and Fourth Amendments to Credit
             Agreement and Note between the Registrant and Union Bank
             dated as of October 26, 1994, December 29, 1994, February
             28, 1995 and March 31, 1995, respectively.<F10>
     
     10.50   Fifth Amendment to Credit Agreement and Note between the
             Registrant and Union Bank dated as of August 17, 1995.<F11>
     
     10.51   Sixth Amendment to Credit Agreement and Note between the
             Registrant and Union Bank dated as of January 3, 1996.<F12>
     
     10.52   Seventh Amendment to Credit Agreement and Note between the
             Registrant and Union Bank dated as of January 31,1996.<F12>
<PAGE>13
     
     10.53   Datron Systems Incorporated Supplemental Executive Profit
             Sharing Plan (Effective as of April 1, 1994)<F13>

     10.54   Third Amendment to Trans World Communications, Inc. Lease
             Agreement dated May 1, 1995.<F13>
     
     10.55   Eighth Amendment to Credit Agreement and Note between the
             Registrant and Union Bank dated as of May 24, 1996<F13>.
     
     10.56   Ninth Amendment to Credit Agreement and Note between the
             Registrant and Union Bank of California dated as of
             November 25, 1996 <F14>.
     
     10.57   First Amendment of the Datron Systems Incorporated Profit
             Sharing and Savings Plan (Amended and Restated as of
             March 1, 1994).
     
     10.58   Datron Systems Incorporated Employee Stock Purchase Plan
             (Adopted Effective July 1, 1997).  (Subject to stockholder
             approval at the 1997 annual meeting.)
     
     13      Certain portions of Registrant's Annual Report to
             Stockholders for the fiscal year ended March 31, 1997
             containing information required by Part I and Part II of
             this report.
     
     21      Subsidiaries.
     
     22      Proxy Statement, Notice of Annual Meeting of Stockholders
             to be Held Monday, August 18, 1997 at 11:00 A.M. and Form
             of Proxy (to be deemed filed only to the extent required
             by the instructions to exhibits for reports on Form 10-K)
             to be filed within 120 days of the end of the Registrant's
             fiscal year.
     
     23      Independent Auditors' Consent -- Deloitte and Touche.
     
     24      Power of Attorney (on signature page 16)
     
     27      Financial Data Schedule.


_____________________

<F1> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registration Statement on Form 8-B of the
     Registrant on November 13, 1987.

<F2>  Incorporated by this reference to the Registration Statement on
      Form S-8 of the Registrant filed March 22, 1988.

<F3> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1988.

<F4> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1989.

<F5> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's report on Form 8-K dated July
     13, 1990.

<PAGE>14
<F6> Incorporated by this reference to the Registration Statement on
     Form S-8 of the Registrant filed April 16, 1993.

<F7> Incorporated by this reference to Exhibit I to the Registrant's
     Registration Statement on Form 8-A filed November 5, 1990.

<F8> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1993.

<F9> Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1994.

<F10>Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1995.

<F11>Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1995.

<F12>Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1995.

<F13>Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1996.

<F14>Incorporated by this reference to the Exhibit bearing the same
     number filed with the Registrant's Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1996.



Supplemental Information

Copies of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held August 18, 1997 and copies of the form of proxy
to be used for such Annual Meeting will be furnished to the Securities
and Exchange Commission prior to the time they will be distributed to
Stockholders.

<PAGE>15
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date:   June 26, 1997         DATRON SYSTEMS INCORPORATED


                              By:  /s/  DAVID A. DERBY
                                   David A. Derby
                                   President, Chief Executive
                                   Officer and Director


<PAGE>16
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below appoints Richard W. Pershing, David A. Derby and William
L. Stephan, jointly and severally, as his true and lawful attorney-in-
fact, each with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, jointly and severally, full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, jointly and severally, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>

     Signature                    Title                Date
                                                      
<S>                           <C>                     <C>
By:  /s/ RICHARD W. PERSHING  Chairman of the Board  
     Richard W. Pershing       of Directors           June 26, 1997
                                                      
                                                      
                              President, Chief       
                              Executive
By:  /s/  DAVID A. DERBY      Officer and Director   
     David A. Derby           (Principal Executive    June 26, 1997
                              Officer)
                                                      
                                                      
                               Vice President, Chief  
                               Financial
By:  /s/  WILLIAM L. STEPHAN   Officer (Principal     
                               Financial and
     William L. Stephan        Accounting Officer)    June 26, 1997
                                                      
                                                      
                                                      
By:  /s/  KENT P. AINSWORTH    Director               June 19, 1997
     Kent P. Ainsworth                                
                                                      
                                                      
                                                      
By:  /s/  MICHAEL F. BIGHAM    Director               June 14, 1997
     Michael F. Bigham                                
                                                      
                                                      
                                                      
By:  /s/  ADRIAN C. CASSIDY    Director               June 14, 1997
     Adrian C. Cassidy                                
                                                      
                                                      
                                                      
By:  /s/  PETER F. SCOTT       Director               June 16, 1997
     Peter F. Scott                                   
                                                      
                                                      
                                                      
By:  /s/  ROBERT D. SHERER     Director               June 16, 1997
     Robert D. Sherer                                 
</TABLE>
<PAGE>S-1
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE





Board of Directors
Datron Systems Incorporated
Escondido, California


We have audited the consolidated financial statements of Datron Systems
Incorporated (the Company) as of March 31, 1997 and 1996, and for each
of the three years in the period ended March 31, 1997, and have issued
our report thereon dated May 9, 1997; such financial statements and
report are included in your 1997 Annual Report to Stockholders and are
incorporated herein by reference.  Our audits also included the
financial statement schedule of the Company listed in Item 14(a)(2).
This financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our
audits.  In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as whole, presents fairly in all material respects the information
set forth therein.



DELOITTE & TOUCHE LLP
San Diego, California
May 9, 1997


<PAGE>S-2
DATRON SYSTEMS INCORPORATED
SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION


                     Balance at                                  Balance at
                      Beginning                                      End
Description            of Year     Additions      Write-offs       of Year

<S>                 <C>            <C>            <C>            <C>
Year ended March 31
 1995
Allowance for
 doubtful accounts    $171,000        $79,000         $3,000       $247,000
Allowance for
 inventory
 obsolescence        1,337,000        323,000        936,000        724,000
Allowance for
 warranties            400,000        828,000        479,000        749,000
                    ----------     ----------     ----------     ----------
                    $1,908,000     $1,230,000     $1,418,000     $1,720,000
                    ==========     ==========     ==========     ==========

Year ended March 31,
 1996
Allowance for
 doubtful accounts    $247,000        $98,000        $98,000       $247,000
Allowance for
 inventory
 obsolescence          724,000         45,000         60,000        709,000
Allowance for
 warranties            749,000        754,000        488,000      1,015,000
                    ----------     ----------     ----------     ----------
                    $1,720,000       $897,000       $646,000     $1,971,000
                    ==========     ==========     ==========     ==========


Year ended March 31,
 1997
Allowance for
 doubtful accounts    $247,000       $126,000       $157,000       $226,000
Allowance for
 inventory
 obsolescence          709,000        735,000         94,000      1,350,000
Allowance for
 warranties          1,015,000        632,000        940,000        707,000
                    ----------     ----------     ----------     ----------
                    $1,971,000     $1,503,000     $1,191,000     $2,283,000
                    ==========     ==========     ==========     ==========
</TABLE>