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                                                                     EXHIBIT 4.4


                            THIRD AMENDMENT TO FIFTH
                       AMENDED AND RESTATED LOAN AGREEMENT


     This Third Amendment (the "Amendment") dated as of February 11, 1999, is
between Bank of America National Trust and Savings Association (the "Bank") and
Ducommun Incorporated, a Delaware corporation (the "Borrower").


                                    RECITALS

     A. The Bank and the Borrower entered into a certain Fifth Amended and
Restated Loan Agreement dated as of June 23, 1997, as amended by a First
Amendment dated as of October 1, 1997 and a Second Amendment dated as of August
10, 1998 ("Second Amendment") (as amended, the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.


                                    AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:

          2.1 Paragraph 1.1 of the Agreement is hereby amended as follows:

               (a) The following defined terms are added to Paragraph 1.1 of the
     agreement, in the appropriate alphabetical sequence, to read as follows:

                    "`Letter of Credit' means any standby letter of credit
               issued by the Bank pursuant to Paragraph 2.2 of this Agreement,
               either as originally issued or as the same may from time to time
               be supplemented, modified, amended, renewed or extended.

                    see `Letter of Credit Obligations' means at any time the sum
               of (a) the Outstanding Letters of Credit, plus (b) the amount of
               all unreimbursed drawings under all Letters of Credit.

                    see `Outstanding Letters of Credit' means, as of any date of
               determination, the aggregate face amount of all Letters of Credit
               outstanding on such date minus the aggregate amount, if any, paid
               in cash by Bank under such Letters of Credit that has been
               reimbursed by Borrower."

               (b) In the definition of "Cash Flow," the phrase commencing with
     the word "minus" on line 8 thereof is amended to read as follows:

                    ". . . minus cash income taxes paid during that fiscal year,
               excluding cash income taxes not exceeding $1,500,000 associated
               with the capital gains realized from Borrower's sale of the 3dbm
               subsidiary during fiscal year 1998, . . ."

               (c) The definition of "Line of Credit" is amended to read as
     follows:

                    "`Line of Credit' means the credit facility for Loans and
               Letters of Credit described in Article 2 of this Agreement."

               (d) In the definition of "Loan Documents," the phrase "the
     Letters of Credit" is added immediately following the phrase "the
     Guaranty."

               (e) The definition of "Maximum Amount" is amended to read as
     follows:

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                    "`Maximum Amount' means, as of any date of determination
               thereof, the Line Commitment minus the Letter of Credit
               Obligations."

               (f) The definition of "Term of this Agreement" is amended to read
     as follows:

                    "`Term of this Agreement' means the period commencing on the
               Restatement Date and ending on the last date upon which no Loan
               or other Obligation of Borrower to Bank remains unpaid, no Letter
               of Credit remains outstanding, and Bank has no further commitment
               hereunder to make the Line of Credit available to Borrower."

               (g) In the definition of "Total Funded Debt," commencing at line
     11 thereof, the phrase beginning with the words "Contingent Obligations" is
     amended to read as follows:

                    ". . . Contingent Obligations under any guaranties of the
               obligations of any Person other than Borrower's Subsidiaries or
               Affiliates, Outstanding Letters of Credit (minus Cash and Cash
               Equivalents of Borrower and its Subsidiaries),. . ."

               (h)  The definition of "Total Outstandings" is amended to read as
     follows:

                    "`Total Outstandings' means, as of any date of
               determination, the sum of (a) all outstanding Loans and (b) the
               Letter of Credit Obligations."

          2.2 Paragraph 2.2 of the Agreement is amended in its entirety to read
as follows:

               "2.2 Letters of Credit. Subject to the terms and conditions
     hereof, at any time and from time to time from the Restatement Date through
     the Banking Day immediately preceding the Termination Date, Bank shall
     issue such Letters of Credit as Borrower may request, provided that, upon
     giving effect to such Letter of Credit (i) Total Outstandings shall not
     exceed the Line Commitment, and (ii) the Letter of Credit Obligations shall
     not exceed $1,000,000 for standby Letters of Credit. Unless Bank otherwise
     consents in writing, the term of any standby Letter of Credit shall not
     exceed 24 months, and shall in no event in any case extend more than 12
     months beyond the Termination Date. No Letter of Credit shall be issued
     except to the extent reasonably necessary in the ordinary course of the
     business of Borrower or its Subsidiaries, and no Letter of Credit shall be
     issued in any event to support any workers' compensation obligation of
     Borrower or its Subsidiaries. Unless otherwise agreed to by Bank, the face
     amount of any Letter of Credit shall not be less than $25,000.

Borrower agrees:

               (a) if there is a default under this Agreement, to immediately
     prepay and make Bank whole for any outstanding Letters of Credit.

               (b) the issuance of any Letter of Credit and any amendment to a
     Letter of Credit is subject to Bank's written approval and must be in form
     and content satisfactory to Bank and in favor of a beneficiary acceptable
     to Bank.

               (c) to sign Bank's form Application and Agreement for Standby
     Letter of Credit with respect to each Letter of Credit.

               (d) to allow Bank to automatically charge its checking account
     for applicable fees, discounts, and other charges.

               (e) to pay Bank a non-refundable fee equal to 1.50% per annum of
     the outstanding undrawn amount of each standby Letter of Credit, payable
     annually in advance, calculated on the basis of the face amount outstanding
     on the day the fee is calculated.

               (f) to pay to Bank the amount of any payment made or to be made
     by Bank under any Letter of Credit, upon Bank's demand; and, if Borrower
     fails to make any such payment, Bank may, but is not required to, without
     notice to or the consent of Borrower, make a

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     Loan in an aggregate amount equal to the amount paid by Bank on the
     relevant Letter of Credit, whether or not the same would cause Total
     Outstandings to exceed the Line Commitment (without waiving the obligation
     of Borrower to reduce Total Outstandings to an amount less than or equal to
     the Line Commitment) and, for this purpose, the conditions precedent set
     forth in Article 8 and the amount limitations set forth in Paragraph 2.1
     shall not apply. The proceeds of such Loan shall be paid to Bank to
     reimburse it for the payment made by it under the Letter of Credit.

               (g) Subject to the next sentence, a Letter of Credit may be
     requested pursuant to this Paragraph 2.2 for the account of Borrower or for
     the account of any Subsidiary of Borrower. To the extent that a Subsidiary
     of Borrower is the account party under any Letter of Credit, Borrower
     hereby guarantees the payment and performance of such Subsidiary with
     respect to any Obligation of such Subsidiary relating to such Letter of
     Credit, and agrees to deliver to Bank, duly executed and in form and
     content acceptable to Bank, a duly executed continuing guaranty further
     evidencing the foregoing guaranty, together with a resolution or other
     evidence of the corporate authority of Borrower to execute, perform and
     deliver such continuing guaranty.

          2.3 In Paragraph 4.13 of the Agreement, the phrase ", or in connection
     with the issuance of any Letter of Credit," is added in the third line of
     said paragraph immediately following the word "Loan."

          2.4 Paragraph 5.9 of the Agreement is amended in its entirety to read
     as follows:

               "5.9 Use of Proceeds. Use the proceeds of the Line of Credit for
          the following purposes only: (i) for working capital purposes of
          Borrower and its Subsidiaries, (ii) to issue Letters of Credit, (iii)
          for other lawful corporate purposes in the ordinary course of
          business, and (iv) to finance Permitted Acquisitions."

          2.5 Paragraph 6.3 of the Agreement is amended by deleting the period
     at the end of the paragraph and adding the following:

               "; provided, further, however, that the amount of the following
          transactions shall not be included in calculating the amount of
          redemptions or repurchases of shares permitted under clause (c) of
          this Paragraph 6.3: common stock repurchases that (i) occurred prior
          to January 1, 1999 or (ii) are financed exclusively from balance sheet
          cash derived from sources other than Loans under this Agreement."

          2.6 All references to Letters of Credit in Paragraph 9.2 of the
     Agreement, previously deleted pursuant to Paragraph 2.9 of the Second
     Amendment, are hereby fully reinstated.

          2.7 All references to Letters of Credit in Paragraph 10.8 of the
     Agreement, previously deleted pursuant to Paragraph 2.10 of the Second
     Amendment, are hereby fully reinstated.

     3. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that: (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the
Agreement, (b) the representations and warranties in the Agreement are true as
of the date of this Amendment as if made on the date of this Amendment, (c) this
Amendment is within the Borrower's powers, has been duly authorized, and does
not conflict with any of the Borrower's organizational papers, and (d) this
Amendment does not conflict with any law, agreement, or obligation by which the
Borrower is bound.

     4. Conditions. This Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank:

          4.1 An amendment fee in the amount of $5,000.00.

          4.2 An Instrument of Joinder, duly executed by Ducommun Technologies,
     Inc., together with corporate resolutions authorizing such guaranty by
     joinder, certified by their respective Secretary or Assistant Secretary.

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          4.3 Evidence that the execution, delivery and performance of this
     Amendment by the Borrower has been duly authorized.

     5. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.

     This Amendment is executed as of the date stated at the beginning of this
Amendment.

                                        Bank of America National Trust
                                        and Savings Association


                                        By: /s/ J. Thomas Fagan
                                            ------------------------------------
                                            J. Thomas Fagan
                                            Vice President



                                        Ducommun Incorporated


                                        By: /s/ K. R. Pearson
                                            ------------------------------------
                                            Kenneth R. Pearson
                                            Vice President--Human Resources
                                            and Assistant Secretary


                                        By: /s/ J. S. Heiser
                                            ------------------------------------
                                            James S. Heiser
                                            Vice President, Treasurer,
                                            Secretary, and
                                            Chief Financial Officer