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, 2001                  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.)

3030 Enterprise Court, Vista, California          92083-8347
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number,
including area code:                  (760) 734-5454

  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 12, 2001 was $31.8 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 12, 2001 was:  Common Stock,
par value $0.01 --  2,748,287 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  14, 2001 are incorporated by reference  into
     Part III of this report.

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

<PAGE>

                   DATRON SYSTEMS INCORPORATED
                            FORM 10-K
                        FISCAL YEAR 2001

                        TABLE OF CONTENTS


PART I                                                   1

     Item 1.  Business                                   1

     Item 2.  Properties                                 7

     Item 3.  Legal Proceedings                          7

     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 7A.  Quantitative and Qualitative Disclosures
               About Market Risk                               9

     Item 8.   Financial Statements and Supplementary 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 products and  services
for emerging satellite and radio communication markets.  The
Company  is a leading supplier of tracking antenna  products
that  can  provide television, Internet and other  broadband
communication  connections to the land, sea and  air  mobile
markets.   Major  products include remote sensing  satellite
earth  stations,  satellite  communication  systems,  mobile
satellite television reception systems, and voice  and  data
communication  radios that are sold to worldwide  commercial
and  governmental  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.

The  Company operates its business through two subsidiaries.
In  October  1985,  the Company acquired  its  wholly  owned
subsidiary, Datron World Communications Inc., formerly known
as  Trans  World Communications, Inc. ("DWC").  DWC conducts
the  Company's  Communication Products  business.   In  June
1990,  the  Company  acquired its wholly  owned  subsidiary,
Datron   Advanced  Technologies  Inc.,  formerly  known   as
Datron/Transco  Inc.  ("DAT").  DAT conducts  the  Company's
Antenna and Imaging Systems business.

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; Worldwide Economic
Downturns and Currency Devaluations

Sales to foreign customers accounted for 58%, 55% and 55% of
consolidated   sales  in  fiscal  2001,   2000   and   1999,
respectively.   Sales of Communication  Products  have  been
even  more highly concentrated with foreign customers:  96%,
89%  and  93%  in fiscal 2001, 2000 and 1999,  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,  economic  downturns   and
currency  devaluations  could have  a  significant  negative
impact on future Company sales and income.

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  business  segment,  two   customers
accounted  for 36% and 29% of that segment's  net  sales  in
fiscal  2001.   In fiscal 2000, two customers accounted  for
44% and 11% of that segment's net sales.  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  net  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.

<PAGE>2
Timely Development and Customer Acceptance of New Products

The  Company's  products are subject  to  obsolescence.   To
prevent this from occurring, the Company has an ongoing  new
product   development  program  to  keep  the   technologies
employed  in  its  products current  and  to  introduce  new
products  that meet changing market requirements.   Lack  of
timely development of new technologies and new products,  or
lack   of  acceptance  of  new  products  by  the  Company's
customers  could have a negative impact on future sales  and
income.

U.S. Government Export Restrictions

Some  of  the  Company's  products  are  subject  to  export
licensing approval by agencies of the U.S. Government.  U.S.
security concerns and human rights issues as well as foreign
political  instability or unrest can  affect  the  licensing
process.   The  requirement to obtain  export  licenses  for
Company  products  has  prevented only  one  sale  to  date;
however,  it  has  on  occasion delayed  shipments  of  some
products  and  in  some cases has placed the  Company  at  a
competitive  disadvantage.  There can be no assurances  that
future  shipments may not likewise be delayed or  that  U.S.
security  concerns or other regulatory issues may result  in
the   denial  of  export  licenses  or  the  loss  of  sales
opportunities for some Company products.

Fixed Price Development Contracts

The Company often accepts fixed-price contracts that require
custom  engineering, custom software or the  development  of
new   features  and  capabilities.  Such  contracts  usually
include  the  sale of standard products and components,  but
not   always.   Although  engineering  cost  estimates   are
prepared as a basis for quoting such contracts, there can be
no  assurance  the  Company will  be  able  to  develop  the
required   features,   capabilities   or   software   within
established  cost budgets.  Should development costs  exceed
established budgets, as they occasionally have in the  past,
the result could have a material adverse effect on earnings.

Consumer Products and Markets

In  November 1995, the Company introduced its first consumer
product,   a  mobile  direct  broadcast  satellite   ("DBS")
television  reception system for recreational  vehicles  and
buses.   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  have
subsequently  been introduced, including  a  marine  product
line, antenna systems for large business jets and commercial
jets,  and  a low-profile system intended for SUVs  and  van
conversions.    Selling  a  consumer  product   requires   a
different  approach  than selling the Company's  traditional
products.  For its DBS products, the Company has established
a  factory  direct-to-dealer distribution  system  and  also
sells directly to original equipment manufacturers and after-
market  distributors.   These sales  methods  are  currently
effective, but there can be no assurance they will  continue
to  be so in the future or that consumer demand for its  DBS
products will be as large as the Company anticipates.

Changes  in  or  Unavailability  of  Products  and  Services
Offered by Satellite Service Providers

All consumer products currently sold or under development by
the  Company  operate with programming or data  transmission
services  from satellite service providers or their  related
suppliers.  The Company is not affiliated with any satellite
service  provider and is unable to control the  content  and
availability  of  the  products  and  services  they  offer.
Although   the   Company   has  established   good   working
relationships  with  many  satellite  service  providers  to
ensure  product  compatibility, changes in or unavailability
of  products  and services offered by the satellite  service
providers  could  have an adverse effect  on  the  Company's
business.  There can be no assurances that such changes will
not  be  made  or that anticipated future services  will  be
offered.

<PAGE>3


Competitors

The  Company has competitors for all the products 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 $40.8 million in fiscal 1992 to $9.0  million
in fiscal 2001, primarily due to completion of long-term DoD
contracts  that  have  not been replaced  with  new  orders.
Although there are indications from the U.S. government that
defense spending may increase in the near future, 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.


General

The  Company operates in two business segments:  Antenna and
Imaging  Systems, whose business is conducted  by  DAT,  and
Communication Products, whose business is conducted by DWC.

Antenna and Imaging Systems

This  business  segment  designs and manufactures  satellite
communication systems, subsystems and antennas that are sold
worldwide   to   commercial   and  governmental   customers,
including  the  DoD.   Its  major  product  lines  are   (i)
satellite  tracking  antenna  systems  used  for  telemetry,
tracking   and   control,  remote  sensing   and   satellite
communication  purposes by government and commercial  users,
and   (ii)   mobile  broadband  communication  systems   for
airlines, military transports and mobile land and marine DBS
television users.

Descriptions of the two major product lines follow:

Satellite  Tracking  Antenna  Systems.   The  Company  is  a
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 and a subcontractor  for
shipboard  antenna  systems used by  the  U.S.  Navy.   More
recently,  the Company has been developing airborne  antenna
systems for the U.S. Air Force.

Telemetry, tracking and control 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.

The  remote sensing 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  ground  antennas  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  offers  its  customers
complete  remote  sensing  earth stations,  including  image
processing capability.
<PAGE>4
The  Company  previously  designed  and  manufactured  broad
bandwidth microwave antennas for the aerospace industry that
are  used  on high performance aircraft, missiles and  space
launch  vehicles.  That product line was sold in  the  third
quarter of fiscal 2001.

Mobile Broadband Communication Systems.  The Company  is  an
industry  leader in designing and marketing mobile broadband
communication   systems.   In  fiscal  1996,   the   Company
introduced  its  first  DBS antenna product  that  allows  a
recreational vehicle owner 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, and  RVs  and
buses  on  the  open  road.  Also during  fiscal  1997,  the
Company  was first to demonstrate live DBS television  on  a
commercial airliner, and in fiscal 1998, was first to obtain
Federal Aviation Administration certification of an airborne
DBS  system  designed for large business  jets.   In  fiscal
2000,  the Company licensed the manufacturing rights to  its
DBS-2100T tail-mounted antenna for business jets to  Airshow
Inc.  and  announced it intended to concentrate its airborne
efforts  on  the commercial airline market.   That  decision
resulted from the estimated $500 million size of that market
and from, in the opinion of the Company, the superiority and
cost  effectiveness of the Company's patented Luneburg  lens
antenna.

Customers and Marketing

Sales   of  Antenna  and  Imaging  Systems'  products   have
historically been concentrated with the DoD, which accounted
for 24% of this business segment's fiscal 2001 sales and 32%
of  its  fiscal 2000 sales.  Marketing and sales  activities
for  its  DoD  customers and other non-defense  governmental
agencies  are  conducted by internal sales  and  engineering
personnel.   Most customers for the remote sensing  business
are  foreign  government space and communications  agencies.
Marketing  and  sales  activities  for  those  products  are
usually  conducted through independent sales representatives
in Europe, South America and Asia.

Introduction  of mobile DBS television systems required  the
establishment  of  new distribution methods  to  sell  these
consumer products.  The Company's initial approach of  using
exclusive  national distributors was not effective  and  the
Company  is  now selling its DBS products direct to  dealers
and  original  equipment manufacturers, as well  as  through
select  distributors and agents.  Company employees  provide
sales  and  marketing support and installation training  for
the dealers.

In  fiscal  2001,  the Company was awarded  development  and
study  contracts  by  the two largest companies  seeking  to
provide  broadband  communications to the  airlines.   These
companies intended to supply real-time, high-speed Internet,
video and other data to airline cabins and cockpits.  One of
these companies, Rockwell Collins, also placed an order with
the  Company for nine flight-test units.  However, in  April
2001, Rockwell Collins announced they no longer intended  to
participate  in their In-Flight Network joint  venture  with
News Corporation and issued the Company a stop-work order on
the  contract for nine flight-test units.  The other offeror
of  broadband  services  to  the airlines,  Boeing,  remains
committed  to the market through its Connection by  BoeingSM
service.   The  Company satisfactorily completed  its  study
contract  with Boeing and maintains an ongoing  relationship
with  it.   The  Company remains committed to  this  market,
although  now  believes it will take longer to develop  than
originally anticipated.

Manufacturing, Assembly and Sources of Supply

Products  for  the  Company's Antenna  and  Imaging  Systems
business 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.

<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

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 high speeds, the frequency at which  they  are
transmitted.     This   technology   utilizes   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
are often concentrated with a small number of customers.  In
fiscal  2001, two Asian customers accounted for 36% and  29%
of  this  business  segment's sales.   In  fiscal  2000,  an
African   customer  accounted  for  44%  of  this   business
segment's sales and a European customer accounted for 11% of
its  sales.   And, in fiscal 1999, another African  customer
accounted  for 20% of this business segment's sales  and  an
Asian  customer accounted for 13% of its 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  when
practical.

In  March  2001,  the Company introduced its new  GuardianTM
family  of  radios  intended to address the  estimated  $800
million  federal  public  safety wireless  network  ("PSWN")
market.   This  is  a domestic market the  Company  has  not
previously  served.   It  is  being  driven  by  a   federal
government  mandate  that requires  all  [non-military]  VHF
radios to comply with certain radio spectrum utilization and
interoperability   standards  by  2005.   Although   initial
reaction from potential customers to the Guardian radio  has
been positive, market acceptance of the radio is uncertain.

Customers and Marketing

Sales  to  foreign  customers  accounted  for  96%  of  this
business  segment's fiscal 2001 sales and 89% of its  fiscal
2000  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.

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
products.  Sales are denominated in U.S. Dollars.

<PAGE>6
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  products  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  Vista, 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.   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>
                                         2001          2000
     <S>                            <C>           <C>
     Antenna and Imaging Systems    $14,249,000   $24,293,000
     Communication Products           1,784,000     1,702,000
                                    -----------   -----------
     Total                          $16,033,000   $25,995,000

</TABLE>
The 41% decrease in Antenna and Imaging Systems' backlog  at
March  31,  2001 compared with March 31, 2000 was  primarily
due to continued softness in the markets for antenna systems
and  remote  sensing earth stations and to  the  absence  of
microwave  product orders due to the sale  of  that  product
line  in the third quarter of fiscal 2001.  The Company  has
responded  by  cutting  costs  at  this  business   segment;
however,  because of the low beginning backlog and  softness
in  the  remote sensing market that is expected to  continue
for  at least two more quarters, the Company expects reduced
performance in the first half of fiscal 2002.

Communication  Products' backlog at March 31,  2001  was  5%
higher  than at March 31, 2000 due to a stronger market  for
traditional  radio  products,  which  resulted  in  an   18%
increase in bookings during fiscal 2001 compared with fiscal
2000.   This segment's business has historically been driven
by  one  or  two  large contracts each fiscal  year.   As  a
result,  financial  performance from  quarter-to-quarter  is
often uneven.  Because of a relatively low order backlog  at
March  31,  2001  compared with recent  fiscal  year  sales,
fiscal  2002  financial  performance  in  this  segment   is
expected  to be driven by second half results, much  as  has
been  the  case  the previous two fiscal years.   Also,  the
second  half may be heavily influenced by market  acceptance
of the new Guardian radio for the federal PSWN market.


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 that  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.

<PAGE>7
Patents, Trademarks, Copyrights and Licenses

The  Company has applied for several patents related to  its
mobile  broadband  products.  However, the Company  believes
that  patents are not generally 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), DBS-2100(r), DBS-2400(r), DBS-3000(r), DBS-4000(r),
VI2STA(r) and CruiseTV(r) are registered trademarks of the
Company. Guardian(Tm), DBS-5000(TM), GSC-NET(Tm), First In Motion(TM),
Whisperdrive(T) and  We Cover the Global Spectrum(TM) are
trademarks of the Company by application for registration
with the U.S. Patent and Trademark Office.

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.   It has also obtained a license  for  certain
technology used in its Guardian radio.


Employees

The  Company employed approximately 305 employees at the end
of  fiscal 2001 compared with approximately 334 employees at
the end of fiscal 2000.  A decrease primarily in engineering
and  manufacturing  personnel at  the  Antenna  and  Imaging
Systems business segment was partially offset by an increase
in  engineering  personnel  at  the  Communication  Products
business segment.

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 9 of  the
Notes  to  Consolidated Financial Statements.  See Part  II,
Item 8.


Item 2.  Properties.

DWC  leases  approximately 70,000  square  feet  of  office,
engineering  and  manufacturing space in Vista,  California.
The  lease commenced on March 26, 1999 and expires on  April
30,  2009 and contains a renewal option of five years.   DWC
and  the Company's corporate headquarters operate from  that
facility.   The Company relocated from Escondido, California
to Vista, California in April 1999.

DAT  owns  through  a subsidiary, Datron Resources  Inc.,  a
110,000  square  foot office, engineering and  manufacturing
building  located  on  a  nine-acre  site  in  Simi  Valley,
California.  DAT conducts operations from that facility.

Information with respect to obligations for lease rentals is
included  in  Note 8 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 Vista and Simi Valley  are  being
fully  utilized during a single shift with the exception  of
approximately  5,000 square feet of manufacturing  space  in
the Vista facility, which is reserved for future growth.


<PAGE>8


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 rulings  on
May  28,  1997 and September 3, 1997, the court found  Trans
World in breach of a teaming agreement and awarded ATACS and
AIRTACS  one  dollar ($1.00) in damages.   On  September  8,
1998,   the  appeal  court  affirmed  the  district  court's
decision  except  as  to the award of nominal  damages,  and
remanded  the  matter  to  the district  court  for  further
hearing  on  damages.  On June 14, 2000, the district  court
issued  an  order  awarding ATACS  and  AIRTACS  damages  of
$30,075  including prejudgment interest.  On July 12,  2000,
ATACS and AIRTACS appealed the district court's judgment  to
the  U.S. Court of Appeals.  The Company believes that final
resolution  of  this matter will not materially  affect  the
consolidated  financial  position  of  the  Company  or  its
results of operations.

In December 2000, Datron World Communications Inc. (DWC),  a
wholly  owned  subsidiary  of  the  Company,  was  named  as
defendant in a lawsuit filed by Jose Maria Santos Ramos,  an
individual, and Tecserve (Private) Limited trading as  Vista
Communications.  In the lawsuit, plaintiffs allege that  DWC
breached a representative agreement and that plaintiffs  are
entitled  to  payment  of  a commission  in  the  amount  of
$3,750,000 based on the alleged agreement.  DWC denies  that
it   breached  the  agreement  and/or  that  it   owes   any
commissions to plaintiffs.  The Company believes that  final
resolution  of  this matter will not materially  affect  the
consolidated  financial  position  of  the  Company  or  its
results of operations.


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

None.


Executive Officers of the Registrant

David  A.  Derby, 59, has been President and Chief Executive
Officer of the Company since May 1982, and Chairman  of  the
Board since April 1998.

William  L.  Stephan,  55, 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  7A.   Quantitative and Qualitative  Disclosures  About
Market Risk.

The  Company  does  not  currently use derivative  financial
instruments for speculative purposes that expose the Company
to  market  risk.  The Company is exposed to cash  flow  and
fair  value  risk  due  to changes in  interest  rates  with
respect  to  its  long-term debt.  At March  31,  2001,  the
Company  had  outstanding  a  promissory  note  to  a   life
insurance company in the amount of $3,080,000 pursuant to  a
loan  agreement under which the Company borrowed  $3,300,000
on  August 7, 1998.  The note is secured by a deed of  trust
on  the  Company's Simi Valley facility and has  a  maturity
date  of September 1, 2008.  Monthly payments are calculated
on a 20-year amortization.  Interest is payable at a rate of
6.76% per annum through September 1, 2003, at which date the
interest  rate becomes variable and tied to LIBOR, adjusting
every  quarter for the remainder of the term.  On  September
1,  2003,  the  Company may either prepay the  note  without
penalty or accept the variable rate provisions as determined
at that time.

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, 2001 and 2000 and for
each  of the three years in the period ended March 31,  2001
and  the Independent Auditors' Report appearing on pages  12
through  24 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,
2001,  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 Tuesday, August 14,  2001
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.




                           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 2001
                                                 Annual Report
     (1)    Financial Statements:

     Consolidated Balance Sheets at
     March 31, 2001 and 2000                           12

     Consolidated Statements of Operations for
     the Years Ended
     March 31, 2001, 2000 and 1999                     13

     Consolidated Statements of  Stockholders'
     Equity for the Years Ended March 31, 2001,
     2000 and 1999                                     14

     Consolidated Statements of Cash Flows for the Years
     Ended March 31, 2001, 2000 and 1999               15

     Notes to Consolidated Financial Statements      16-23

     Independent Auditors' Report                      24


 (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)  Reports on Form 8-K.

On May 4, 2001, the Registrant filed a Form 8-K reporting
that its chairman, president and chief executive officer,
David A. Derby, had responded to the letter dated April 24,
2001 from Duncan Soukup, managing director of Acquisitor
plc, previously made public by Acquisitor.

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


  Exhibit
  Number      Description

     3.1    Certificate of Incorporation.(1)

     3.2    Amended  and Restated Bylaws as of  August  29,
            2000.(16)

     4.15   Stockholder Rights Agreement dated  August  21,
            1990.(4)

     4.16   First Amendment to Stockholder Rights Agreement
            dated as of October 29, 1993.(5)

<PAGE>12
     4.17   Second    Amendment   to   Stockholder   Rights
            Agreement dated February 23, 2000.(13)

     4.18   Stockholder  Rights  Agreement  dated   as   of
            September 5, 2000.(15)

     10.5   1988 Key Employee Stock Purchase Plan.(2)

     10.36  Amended and Restated 1985 Stock Option Plan.(3)

     10.48  Agreement  and  Plan of Merger  between  Datron
            Telecommunications International Inc. and Trans
            World  Communications, Inc. dated as  of  March
            14, 1995.(6)

     10.53  Datron    Systems   Incorporated   Supplemental
            Executive Profit Sharing Plan (Effective as  of
            April 1, 1994).(7)

     10.58  Datron  Systems  Incorporated  Employee   Stock
            Purchase  Plan  (Adopted  Effective   July   1,
            1997).(8)

     10.61  Datron   World   Communications   Inc.    Lease
            Agreement dated as of February 13, 1998.(9)

     10.65  Loan  Agreement  between Datron Resources  Inc.
            and  Jackson  National Life  Insurance  Company
            dated August 7, 1998.(10)

     10.66  Datron Systems Incorporated Profit Sharing  and
            Savings Plan (Amended and Restated as of  April
            1, 1998).(10)

     10.67  Credit    Agreement   between   Datron    World
            Communications  Inc., Datron/Transco  Inc.  and
            Comerica   Bank-California  dated   March   24,
            1999.(11)

     10.68  Borrower Agreement between Datron/Transco  Inc.
            and  Comerica Bank-California dated  March  24,
            1999.(11)

     10.69  Guaranty of Datron Systems Incorporated of  the
            indebtedness  of  Datron  World  Communications
            Inc.  and Datron/Transco Inc. to Comerica Bank-
            California dated March 24, 1999.(11)

     10.70  Severance Agreement between the Registrant  and
            William L. Stephan.(11)

     10.71  Amended   and   Restated  1995   Stock   Option
            Plan.(12)

     10.72  Amended   and  Restated  Employment   Agreement
            between the Registrant and David A. Derby.(12)

     10.74  First  Amendment  to Credit  Agreement  between
            Datron      World     Communications      Inc.,
            Datron/Transco   Inc.   and   Comerica    Bank-
            California dated April 12, 2000.(14)

     10.75  Borrower Agreement between Datron/Transco  Inc.
            and  Comerica Bank-California dated  April  12,
            2000.(14)
<PAGE>13
     10.76  Amended and Restated Guaranty of Datron Systems
            Incorporated  of  the  indebtedness  of  Datron
            World  Communications Inc.  and  Datron/Transco
            Inc.  to  Comerica Bank-California dated  April
            12, 2000.(14)

     10.77  Asset   Purchase   Agreement   by   and   among
            Datron/Transco     Inc.,     Datron     Systems
            Incorporated  and   Nurad  Technologies,   Inc.
            dated as of November 3, 2000.(17)

     10.78  Credit   Agreement   between   Datron   Systems
            Incorporated and U.S. Bank National Association
            dated May 23, 2001.

     10.79  Security  Agreement between U.S. Bank  National
            Association  and  Datron  Systems  Incorporated
            dated May 23, 2001.

     10.80  Security  Agreement between U.S. Bank  National
            Association  and  Datron Advanced  Technologies
            Inc. dated May 23, 2001.

     10.81  Security  Agreement between U.S. Bank  National
            Association  and  Datron  World  Communications
            Inc. dated May 23, 2001.

     10.82  Continuing  Guaranty  between  Datron  Advanced
            Technologies   Inc.  and  U.S.  Bank   National
            Association dated May 23, 2001.

     10.83  Continuing   Guaranty  between   Datron   World
            Communications  Inc.  and  U.S.  Bank  National
            Association dated May 23, 2001.

     13     Certain portions of Registrant's Annual  Report
            to Stockholders for the fiscal year ended March
            31,  2001  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 Tuesday,  August  14,
            2001  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 LLP.

     24     Power of Attorney (on signature page 16).

     99     Annual    Report   of   the   Datron    Systems
            Incorporated Employee Stock Purchase Plan.


_____________________

(1)  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.

(2)  Incorporated  by  this reference  to  the  Registration
     Statement on Form S-8 of the Registrant filed March 22,
     1988.

(3)  Incorporated  by  this reference  to  the  Registration
     Statement on Form S-8 of the Registrant filed April 16,
     1993.
<PAGE>14
(4)  Incorporated by this reference to Exhibit I to the
     Registrant's Registration Statement on Form 8-A filed
     November 5, 1990.

(5)  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.

(6)  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.

(7)  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.

(8)  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,
     1997.

(9)  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,
     1998.

(10) 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,
     1998.

(11) 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,
     1999.

(12) 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,
     1999.

(13) Incorporated by this reference to Exhibit  10.73  filed
     with the Registrant's Report on Form 8-K dated February
     23, 2000.

(14) 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,
     2000.

(15) Incorporated  by  this reference to Exhibit  4.1  filed
     with  the Registrant's Report on Form 8-K dated  August
     30, 2000.

(16) Incorporated by this reference to Exhibit  3(II)  filed
     with  the  Registrant's  Report  on  Form  8-K/A  dated
     September 7, 2000.

(17) 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,
     2000.


Supplemental Information

Copies  of  the Registrant's Proxy Statement for the  Annual
Meeting  of  Stockholders to be held  August  14,  2001  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 13, 2001         DATRON SYSTEMS INCORPORATED


                              By:  DAVID A. DERBY
                                   DAVID A. DERBY
                                   Chairman  of the  Board,
                                   President, Chief Executive
                                   Officer and Director



                      P0WER OF ATTORNEY

KNOW  ALL PERSONS BY THESE PRESENTS, that each person  whose
signature appears below appoints 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:

                                  Title              Date
    Signature

                             Chairman of the
                            Board, President,
                             Chief Executive
By: /s/David A. Derby            Officer and
    David A. Derby                Director
                                (Principal         June 13,2001
                            Executive Officer)


                               Vice President,
                               Chief Financial
By: /s/ William L. Stephan     Officer (Principal
    William L. Stephan           Financial and
                             Accounting Officer)     June 13, 2001



By  /s/  Kent P. Ainsworth        Director          June 8, 2001
        Kent P. Ainsworth


By  /s/  Richard W. Flatow         Director          June 11, 2001
    Richard W. Flatow


By  /s/  Don M. Lyle             Director            June 8, 2001
    Don M. Lyle


By  /s/  William A. Preston       Director          June 7, 2001
    William A. Preston


By  /s/  Robert D. Sherer         Director          June 7, 2001
    Robert D. Sherer

<PAGE>

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE





To the Board of Directors
Datron Systems Incorporated
Vista, California


We  have  audited the consolidated financial  statements  of
Datron Systems Incorporated (the "Company") as of March  31,
2001 and 2000, and for each of the three years in the period
ended  March  31, 2001, and have issued our  report  thereon
dated May 11, 2001; such financial statements and report are
included in your 2001 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 11, 2001



                             S-1


<PAGE>

<TABLE>
<CAPTION>
                 DATRON SYSTEMS INCORPORATED
                         SCHEDULE II

              VALUATION AND QUALIFYING ACCOUNTS
          YEARS ENDED MARCH 31, 2001, 2000 AND 1999


                                     Balance                            Balance
                                        at                                at
                                     Beginning                          End of Year
      Description                     of Year   Additions  Write-offs
      ____________________________________________________________________________
<S>                                <C>         <C>          <C>        <C>
Year ended March 31, 1999
Allowance for doubtful accounts      $190,000     $63,000      $66,000   $187,000
Allowance for inventory
obsolescence                        1,656,000     432,000      708,000  1,380,000
Allowance for warranties              933,000     810,000      890,000    853,000
                                   ----------  ----------   ---------- ----------
                                   $2,779,000  $1,305,000   $1,664,000 $2,420,000

Year ended March 31, 2000
Allowance for doubtful accounts      $187,000    $(22,000)     $56,000    $109,000
Allowance for inventory
 obsolescence                       1,380,000      340,000      193,000  1,527,000
Allowance for
 warranties                           853,000    1,233,000    1,001,000  1,085,000
                                   ----------   ----------   ---------- ----------
                                   $2,420,000   $1,551,000   $1,250,000 $2,721,000


Year ended March 31, 2001
Allowance for doubtful accounts      $109,000      $20,000      $12,000   $117,000
Allowance for inventory
 obsolescence                       1,527,000      417,000      279,000  1,665,000
Allowance for
 warranties                         1,085,000      940,000      946,000  1,079,000
                                   ----------   ----------   ---------- ----------
                                   $2,721,000   $1,377,000   $1,237,000 $2,861,000

</TABLE>


















                             S-2