<PAGE>
 
      As filed with the Securities and Exchange Commission on May 30, 1996
                                                        Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            -----------------------

                            DATAMETRICS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                               21135 ERWIN STREET
                        WOODLAND HILLS, CALIFORNIA 91367
                                 (818) 598-6200
               (Address of Principal Executive Offices, Zip Code)

                             1995 STOCK OPTION PLAN
                     EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                           (Full title of the plans)
                            -----------------------

                 SIDNEY E. WING                          Copies to:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER        BARRY M. CLARKSON, ESQ.
               21135 ERWIN STREET                     LATHAM & WATKINS
        WOODLAND HILLS, CALIFORNIA 91367               701 "B" STREET
                 (818) 598-6200                          SUITE 2100
      (Name, address including zip code,          SAN DIEGO, CALIFORNIA 92101
        and telephone number, including                 (619) 236-1234
        area code, of agent for service)                         


                        CALCULATION OF REGISTRATION FEE
                                        
<TABLE>
<CAPTION>
 
                                                                          Proposed
                                                        Proposed          Maximum
                                      Amount            Maximum          Aggregate      Amount of
     Title of Each Class of            being            Offering          Offering     Registration
  Securities to be Registered      Registered(1)   Price Per Share(2)     Price(1)         Fee
- ---------------------------------------------------------------------------------------------------
<S>                                <C>             <C>                  <C>            <C>
Common Stock, $0.01 par value...      900,000           $7.31            $6,580,515       $2,270
===================================================================================================
</TABLE>
(1)  The Company's 1995 Stock Option Plan (the "1995 Plan") authorizes the
     issuance of 700,000 shares of the Company's Common Stock pursuant to
     options granted or to be granted under the 1995 Plan, of which 437,000
     shares are subject to presently outstanding options.  The Company's
     Employee Qualified Stock Purchase Plan ("EQSPP") authorizes the issuance of
     200,000 shares of the Company's Common Stock.

(2)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon the
     exercise price per share of $7.875 for outstanding options for 437,000
     shares under the 1995 Plan and (2) for the remaining 463,000 shares under
     the 1995 Plan and the EQSPP, upon the average ($6.78) of the high and low
     prices for the Company's Common Stock on the American Stock Exchange on May
     22, 1996.

                                 Page 1 of 49
                            Exhibit Index on Page 7
<PAGE>
 
                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION

     Not required to be filed with this Registration Statement.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.


                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

               (a) The Company's Annual Report on Form 10-K for the fiscal year
     ended October 29, 1995, filed with the Commission on January 29, 1996;

               (b)(1) The Company's Quarterly Report on Form 10-Q for the
     quarter ended January 28, 1996, filed with the Commission on February 29,
     1996.

               (b)(2) The Company's Quarterly Report on Form 10-Q for the
     quarter ended April 28, 1996, filed with the Commission on May 28, 1996.

               (b)(3) All other reports filed pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the Company's fiscal year ended
     October 29, 1995; and

               (c) The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A under the Securities
     Exchange Act of 1934, filed with the Commission on or about July 12, 1988.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Securities and Exchange Commission and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this
                                       1
<PAGE>
 
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  As authorized by the Delaware General Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws provide that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases and
(iv) for any transaction for which the director derives an improper personal
benefit.  The effect of this provision is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above.  This provision does not limit or eliminate the
rights of the Company or any stockholders to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company has purchased directors and officers' liability
insurance covering all directors and officers with respect to actions and
omissions occurring on or after the date of issuance of such policy.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.   EXHIBITS

4.1       1995 Stock Option Plan of Datametrics Corporation

4.2       Employee Qualified Stock Purchase Plan of Datametrics Corporation

4.3       Form of Incentive Stock Option Agreement

                                       2
<PAGE>
 
4.4       Form of Non-Qualified Stock Option Agreement

5.1       Opinion and consent of Latham & Watkins

23.1      Consent of Latham & Watkins (included in Exhibit 5.1)

23.2      Consent of Ernst & Young, LLP

24.1      Power of Attorney (included on signature page to this Registration
          Statement)


ITEM 9.     UNDERTAKINGS

   (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of this registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this

                                       3
<PAGE>
 
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
<PAGE>
 
                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Woodland Hills, State of California, on May 21, 1996.

                              DATAMETRICS CORPORATION


                              By: /s/ Sidney E. Wing
                                 ----------------------------------------------
                                        Sidney E. Wing
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

  Each person whose signature appears below authorizes Sidney E. Wing and John
J. Van Buren, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

 
    Signature                              Title                       Date
    ---------                              -----                       ----    
/s/ Garland S. White                                        
- -----------------------------       Chairman of the Board          May 21, 1996
Garland S. White                                            
                                                            
/s/ Sidney E. Wing                                          
- -----------------------------       President and Chief            May 21, 1996
Sidney E. Wing                      Executive Officer;      
                                    Director (Principal     
                                    Executive Officer)      
                                                            
/s/ John J. Van Buren
- -----------------------------       Senior Vice President,         May 21, 1996
John J. Van Buren                   Chief Financial Officer   
                                    and Treasurer (Principal   
                                    Financial and Accounting   
                                    Officer)           
                                                            
                                                            
/s/ Dann V. Angeloff                Director                       May 21, 1996
- -----------------------------                               
Dann V. Angeloff                                            
                                                            
/s/ Richard A. Foster               Director                       May 21, 1996
- -----------------------------                               
Richard A. Foster                                           
                                                            
/s/ David A. Hahn                   Director                       May 21, 1996
- -----------------------------                               
David A. Hahn                                               
                                                            
/s/ Richard W. Muchmore             Director                       May 21, 1996
- -----------------------------                               
Richard W. Muchmore                                         
                                                            
                                    Director                       May __, 1996
- -----------------------------
Kenneth K. Zeiger

                                       5
<PAGE>
 
                                 EXHIBIT INDEX
 
 
EXHIBIT                                                                     PAGE
- -------                                                                     ----

4.1                  1995 Stock Option Plan of Datametrics Corporation        8

4.2                  Datametrics Corporation Employee Qualified Stock
                     Purchase Plan                                           18

4.3                  Form of Incentive Stock Option Agreement                27

4.4                  Form of Non-Qualified Stock Option Agreement            38

5.1                  Opinion and consent of Latham & Watkins                 48

23.1                 Consent of Latham & Watkins (included in Exhibit     
                     5.1)                                                    --

23.2                 Consent of Ernst & Young, LLP                           49

24.1                 Power of Attorney (included on signature page to
                     this Registration Statement)                            --
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17687}]
{"company-data": {"conformed-name": "DATAMETRICS CORP", "cik": "0000027082", "assigned-sic": "3577", "irs-number": "953545701", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04815", "film-number": "96574814"}, "business-address": {"street1": "21135 ERWIN STREET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "818-598-6200"}, "mail-address": {"street1": "21135 ERWIN STREET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}}
As filed with the Securities and Exchange Commission on May 30, 1996
                                                        Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            -----------------------

                            DATAMETRICS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                               21135 ERWIN STREET
                        WOODLAND HILLS, CALIFORNIA 91367
                                 (818) 598-6200
               (Address of Principal Executive Offices, Zip Code)

                             1995 STOCK OPTION PLAN
                     EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                           (Full title of the plans)
                            -----------------------

                 SIDNEY E. WING                          Copies to:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER        BARRY M. CLARKSON, ESQ.
               21135 ERWIN STREET                     LATHAM & WATKINS
        WOODLAND HILLS, CALIFORNIA 91367               701 "B" STREET
                 (818) 598-6200                          SUITE 2100
      (Name, address including zip code,          SAN DIEGO, CALIFORNIA 92101
        and telephone number, including                 (619) 236-1234
        area code, of agent for service)                         

                        CALCULATION OF REGISTRATION FEE
Proposed
                                                        Proposed          Maximum
                                      Amount            Maximum          Aggregate      Amount of
     Title of Each Class of            being            Offering          Offering     Registration
  Securities to be Registered      Registered(1)   Price Per Share(2)     Price(1)         Fee
- ---------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value...      900,000           $7.31            $6,580,515       $2,270
===================================================================================================
(1)  The Company's 1995 Stock Option Plan (the "1995 Plan") authorizes the
     issuance of 700,000 shares of the Company's Common Stock pursuant to
     options granted or to be granted under the 1995 Plan, of which 437,000
     shares are subject to presently outstanding options.  The Company's
     Employee Qualified Stock Purchase Plan ("EQSPP") authorizes the issuance of
     200,000 shares of the Company's Common Stock.

(2)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon the
     exercise price per share of $7.875 for outstanding options for 437,000
     shares under the 1995 Plan and (2) for the remaining 463,000 shares under
     the 1995 Plan and the EQSPP, upon the average ($6.78) of the high and low
     prices for the Company's Common Stock on the American Stock Exchange on May
     22, 1996.

                                 Page 1 of 49
                            Exhibit Index on Page 7
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

               (a) The Company's Annual Report on Form 10-K for the fiscal year
     ended October 29, 1995, filed with the Commission on January 29, 1996;

               (b)(1) The Company's Quarterly Report on Form 10-Q for the
     quarter ended January 28, 1996, filed with the Commission on February 29,
     1996.

               (b)(2) The Company's Quarterly Report on Form 10-Q for the
     quarter ended April 28, 1996, filed with the Commission on May 28, 1996.

               (b)(3) All other reports filed pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the Company's fiscal year ended
     October 29, 1995; and

               (c) The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A under the Securities
     Exchange Act of 1934, filed with the Commission on or about July 12, 1988.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Securities and Exchange Commission and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this
                                       1
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  As authorized by the Delaware General Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws provide that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases and
(iv) for any transaction for which the director derives an improper personal
benefit.  The effect of this provision is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above.  This provision does not limit or eliminate the
rights of the Company or any stockholders to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company has purchased directors and officers' liability
insurance covering all directors and officers with respect to actions and
omissions occurring on or after the date of issuance of such policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

4.1       1995 Stock Option Plan of Datametrics Corporation

4.2       Employee Qualified Stock Purchase Plan of Datametrics Corporation

4.3       Form of Incentive Stock Option Agreement

                                       2
4.4       Form of Non-Qualified Stock Option Agreement

5.1       Opinion and consent of Latham & Watkins

23.1      Consent of Latham & Watkins (included in Exhibit 5.1)

23.2      Consent of Ernst & Young, LLP

24.1      Power of Attorney (included on signature page to this Registration
          Statement)

ITEM 9.     UNDERTAKINGS

   (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of this registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this

                                       3
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Woodland Hills, State of California, on May 21, 1996.

                              DATAMETRICS CORPORATION

                              By: /s/ Sidney E. Wing
                                 ----------------------------------------------
                                        Sidney E. Wing
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

  Each person whose signature appears below authorizes Sidney E. Wing and John
J. Van Buren, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

 
    Signature                              Title                       Date
    ---------                              -----                       ----    
/s/ Garland S. White                                        
- -----------------------------       Chairman of the Board          May 21, 1996
Garland S. White                                            
                                                            
/s/ Sidney E. Wing                                          
- -----------------------------       President and Chief            May 21, 1996
Sidney E. Wing                      Executive Officer;      
                                    Director (Principal     
                                    Executive Officer)      
                                                            
/s/ John J. Van Buren
- -----------------------------       Senior Vice President,         May 21, 1996
John J. Van Buren                   Chief Financial Officer   
                                    and Treasurer (Principal   
                                    Financial and Accounting   
                                    Officer)           
                                                            
                                                            
/s/ Dann V. Angeloff                Director                       May 21, 1996
- -----------------------------                               
Dann V. Angeloff                                            
                                                            
/s/ Richard A. Foster               Director                       May 21, 1996
- -----------------------------                               
Richard A. Foster                                           
                                                            
/s/ David A. Hahn                   Director                       May 21, 1996
- -----------------------------                               
David A. Hahn                                               
                                                            
/s/ Richard W. Muchmore             Director                       May 21, 1996
- -----------------------------                               
Richard W. Muchmore                                         
                                                            
                                    Director                       May __, 1996
- -----------------------------
Kenneth K. Zeiger

                                       5
EXHIBIT INDEX
 
 
EXHIBIT                                                                     PAGE
- -------                                                                     ----

4.1                  1995 Stock Option Plan of Datametrics Corporation        8

4.2                  Datametrics Corporation Employee Qualified Stock
                     Purchase Plan                                           18

4.3                  Form of Incentive Stock Option Agreement                27

4.4                  Form of Non-Qualified Stock Option Agreement            38

5.1                  Opinion and consent of Latham & Watkins                 48

23.1                 Consent of Latham & Watkins (included in Exhibit     
                     5.1)                                                    --

23.2                 Consent of Ernst & Young, LLP                           49

24.1                 Power of Attorney (included on signature page to
                     this Registration Statement)                            --