SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-K/A
                               Amendment No. 2 
(Mark One)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934
                   For the fiscal year ended June 30, 1997 
                                     OR
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
     For the transition period from            to                  
                                    ___________   ___________

                          Commission File Number    1-8101
                                                  ___________
Exact Name of Registrant as
Specified in Its Charter:      DDL ELECTRONICS, INC.
                             ______________________________
          DELAWARE                                       33-0213512
 _____________________________                            _____________
 State or Other Jurisdiction of                        I.R.S. Employer  
Incorporation or Organization No.                       Identification

Address of Principal Executive Offices:     2151 Anchor Court
                                            Newbury Park, CA 91320
                                           _________________________
Registrant's Telephone Number:              (805) 376-9415
                                             _________________________

Securities registered pursuant to Section 12(b) of the Act:
       Title of each class        Name of each exchange on which registered
    _________________________       ________________________________________
   Common Stock, $.01 Par Value            New York Stock Exchange
                                           Pacific Exchange
   7% Convertible Subordinated
     Debentures due May 15, 2001           New York Stock Exchange

   8-1/2% Convertible Subordinated
     Debentures due August 1, 2008         New York Stock Exchange

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

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 filers 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.  [ ] 

The aggregate market value of the voting stock held by non-affiliates of the 
registrant based on the closing price as reported by the New York Stock 
Exchange on October 23, 1997 was $18,110,000.  The registrant had 24,593,858  
shares of Common Stock outstanding as of October 23, 1997.

                     DOCUMENTS INCORPORATED BY REFERENCE

Specified parts of the registrant's Annual Report to Stockholders for its 
fiscal year ended June 30, 1997 are incorporated by reference into Parts I 
and II hereof.  Specified parts of the registrant's Proxy Statement for its 
1997 Annual Meeting of Stockholders are incorporated by reference into Part 
III hereof.

                              EXHIBIT INDEX
                               See page 24


          
                       AMENDMENT NO. 2 TO FORM 10-K

The purpose of this amendment is to add certain disclosures to Part I in the 
section captioned Markets and Customers.



                                 PART I


Item 1.   Business

     The Company provides customized, integrated electronic manufacturing 
services ("EMS") to original equipment manufacturers ("OEMs") in the 
computer, telecommunications, instrumentation, medical, industrial and 
aerospace industries. The Company also fabricates multilayer printed 
circuit boards ("PCBs") for use primarily in the computer, communications 
and instrumentation industries.  The Company's EMS operations are located 
in Southern California and Northern Ireland.  Its PCB facilities are 
located in Northern Ireland. 

     The Company entered the EMS business by acquiring its domestic EMS 
operations in 1985 and by organizing its European EMS operations in 1990. 
Since 1985, the Company has made substantial capital expenditures in its 
Northern Ireland EMS and PCB fabrication facilities.  In fiscal 1995, the 
Company liquidated or sold all assets associated with its PCB and EMS 
operations in the United States.  In fiscal 1996, the Company acquired 
SMTEK, Inc. ("SMTEK") as the first step toward rebuilding a domestic 
presence in the EMS industry.


RECENT DEVELOPMENTS

     On May 29, 1997, the Company signed a letter of intent (the "Letter of 
Intent") to merge with Century Electronics Manufacturing, Inc. ("CEMI"). 
Pursuant to the Letter of Intent, CEMI was to provide a loan up to $3.3 
million to the Company by June 1, 1997 for retirement of the Company's 10% 
Senior Secured Notes in the aggregate principal amount of $5,300,000 (the 
"Senior Notes").  However, such financing was not made available by CEMI.  
As a result, on June 30, 1997 the Company obtained alternate financing 
which enabled it to repay its Senior Notes.  On September 22, 1997, the 
Company filed a lawsuit against CEMI in California, alleging breach of 
contract and fraud and seeking $5,000,000 in actual damages plus punitive 
damages.  On October 14, 1997, CEMI filed a lawsuit of its own against the 
Company in Massachusetts.  Refer to Item 3 herein for a further description 
of these legal proceedings.  

     The Company, with the authorization of its Board of Directors, 
implemented a quasi-reorganization effective June 27, 1997.  The quasi-
reorganization, which did not require the approval of the Company's 
stockholders, resulted in an elimination of the accumulated deficit of 
$23,678,000 by a transfer from additional paid-in capital of an equivalent 
amount.  This deficit was attributable primarily to operations which were 
divested or discontinued in prior years.  Following a review and evaluation 
by management, no adjustment was made to the carrying values of the 
Company's assets and liabilities because such amounts were deemed to be not 
in excess of estimated fair values. 

     On June 30, 1997, in order to raise the balance of the funds necessary 
to repay the Senior Notes, the Company borrowed $2 million from Thomas M. 
Wheeler, a private investor, under a promissory note bearing 8% interest.  
The note matures on February 1, 1999, and is secured by a pledge of the 
common stock of SMTEK.  The Company agreed to give Mr. Wheeler two seats on 
its Board of Directors, which seats were filled by Mr. Wheeler and Charlene 
A. Gondek.  The Company also agreed to acquire all of the issued and 
outstanding shares of Jolt Technology, Inc. ("Jolt"), a privately-held 
electronics manufacturing company owned by Mr. Wheeler, Ms. Gondek and a 
third individual, for nine million shares of the Company's common stock.  
Upon consummation of the Jolt acquisition, the maturity date of the 
$2,000,000 note payable will be extended from February 1, 1999 to October 
31, 1999.

     The Company is currently negotiating a definitive agreement and other 
legal documents relating to its acquisition of Jolt.  The specific terms of 
such documents are subject to negotiation, and the closing of the Jolt 
acquisition will be subject to many conditions, some of which are beyond 
the Company's control, including obtaining a fairness opinion and 
stockholder approval.  There can be no assurance that the Jolt acquisition 
will be completed on the terms described herein, or at all.


FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA

     The Company is engaged in two lines of business -- electronic 
manufacturing services and PCB fabrication.  Information with respect to 
these segments' sales, operating income, identifiable assets, depreciation 
and amortization, and capital expenditures for each of the last three 
fiscal years is set forth in Note 13 to the consolidated financial 
statements of the 1997 Annual Report to Stockholders. Such information is 
incorporated herein by reference and is made a part hereof.


ELECTRONIC MANUFACTURING SERVICES AND PRINTED CIRCUIT BOARD 
 FABRICATION BUSINESSES 

     The basis for the growth of the electronic manufacturing services 
industry in recent years has been the increasing reliance by OEMs on 
contract manufacturing specialists such as the Company for the manufacture 
of printed circuit board assemblies.  As a result of outsourcing 
manufacturing services, the EMS industry in the United States grew at a 
compound annual rate of 20% from 1990 through 1996, according to the 
Institute for Interconnecting and Packaging Electronic Circuits ("IPC"). 
The IPC estimated the size of the United States EMS industry for 1996 in 
terms of sales to be $13.5 billion. The Company expects the trend toward 
outsourcing to continue and to result in continued growth in the EMS 
industry.

     The PCB fabrication market is highly fragmented.  Numerous factors, 
however, have caused a shift toward consolidation in the PCB fabrication 
industry, including extreme competition, substantial excess production 
capacity experienced by the industry prior to the current fiscal year, the 
greatly increased capital and technical requirements to service the 
advanced multilayer PCB fabrication market and the inability of many PCB 
fabricators to keep up with the changing demands and expectations of 
customers on matters such as technical board characteristics, quality and 
timely delivery of product.


     Description of Products and Services--EMS
     
     Production of electronic assemblies for a customer is only performed 
when a firm order is received.  Customer cancellations of orders are 
infrequent and are subject to cancellation charges.  More often, a customer 
will delay shipment of orders based on its actual or anticipated needs.  
Customer orders are produced based on one of two production methods, either 
"turnkey" (where the Company provides all materials, labor and equipment 
associated with producing the customers' product) or "consigned" (the 
Company provides labor and equipment only for manufacturing product).  

     The Company's EMS operations provide turnkey electronic manufacturing 
services using both surface mount and through-hole interconnection 
technologies.  The Company conducts the EMS portion of its business through 
its SMTEK subsidiary in Southern California, which serves customers 
primarily on the West Coast of the U.S., and through its DDL Electronics 
Limited ("DDL-E") subsidiary, which serves customers primarily in Western 
Europe.  SMTEK and DDL-E do not fabricate any of the components or PCBs 
used in these processes, but from time to time they have procured PCBs from 
the Company's PCB fabricator, Irlandus Circuits Limited ("Irlandus").  EMS 
sales represented approximately 79%, 67% and 47% of the Company's 
consolidated sales for the fiscal years ended June 30, 1997, 1996 and 1995, 
respectively. 

    Since turnkey electronic contract manufacturing may be a substitute for 
all or some portion of a customer's captive EMS capability, continuous 
communication between the Company and the customer is critical.  To 
facilitate such communication, the Company's EMS businesses maintain 
customer service departments whose personnel work closely with the customer 
throughout the assembly process.  The Company's engineering and service 
personnel coordinate with the customer on the implementation of new and re-
engineered products, thereby providing the customer with feedback on such 
issues as ease of assembly and anticipated production lead times.  
Component procurement is commenced after component specifications are 
verified and approved sources are confirmed with the customer.  
Concurrently, assembly routing and procedures for conformance with the 
workmanship standards of IPC are defined and planned.  Additionally, in-
circuit test fixtures are designed and developed.  In-circuit tests are 
normally performed on all assembled circuit boards for turnkey projects.  
Such tests verify that components have been properly inserted and meet 
certain functional standards and that electrical circuits are properly 
completed.  In addition, under protocols specified by the customer, the 
Company performs customized functional tests designed to ensure that the 
board or assembly will perform its intended function.  The Company's 
personnel monitor all stages of the assembly process in an effort to 
provide flexible and rapid responses to the customer's requirements, 
including changes in design, order size and delivery schedule.

    The materials procurement element of the Company's turnkey services 
consists of the planning, purchasing, expediting and financing of the 
components and materials required to assemble a board-level or system-level 
assembly.  Customers have increasingly required the Company and other 
independent providers of electronic manufacturing services to purchase some 
or all components directly from component manufacturers or distributors and 
to finance the components and materials.  In establishing a turnkey 
relationship with an independent provider of electronic manufacturing 
services, a customer typically incurs costs in qualifying that EMS provider 
and, in some cases, its sources of component supply, refining product 
design and developing mutually compatible information and reporting 
systems.  With this relationship established, the Company believes that 
customers experience significant difficulty in expeditiously and 
effectively reassigning a turnkey project to a new assembler or in taking 
on the project themselves.  At the same time, the Company faces the 
obstacle of attracting new customers away from existing EMS providers or 
from performing services in-house.


     Description of Products and Services--PCB Fabrication
     
     The Company fabricates and sells advanced, multilayer PCBs based on 
designs and specifications provided by the Company's customers.  These 
specifications are developed either solely through the design efforts of 
the customer or through the design efforts of the customer working together 
with the Company's design and engineering staff.  Customers submit requests 
for quotations on each job and the Company prepares bids based on its own 
cost estimates.  The Company conducts its PCB fabrication business through 
its Irlandus subsidiary located in Northern Ireland.  The Company's 
fabrication facilities in Anaheim, California were shut down in fiscal year 
1992 and its Beaverton, Oregon facility was sold in fiscal 1995.  PCB sales 
represented approximately 21%, 33% and 53% of the Company's consolidated 
sales for the fiscal years ended June 30, 1997, 1996 and 1995, 
respectively, with multilayer boards constituting a substantial portion of 
the sales.

    PCBs range from simple single- and double-sided boards to multilayer 
boards with more than 20 layers.  When PCBs are joined with electronic 
components in the assembly process, they comprise the basic building blocks 
for electronic equipment.  Single-sided PCBs are used in electronic games 
and automobile ignition systems, whereas multilayer PCBs are used in more 
advanced applications such as computers, office equipment, communications, 
instrumentation and defense systems.

    PCBs consist of fine lines of a conductive material, such as copper, 
which are bonded to a non-conductive panel, typically rigid laminated epoxy 
glass.  The conductive pathways in the PCBs form electrical circuits and 
replace wire as a means of connecting electronic components.  On 
technologically advanced multilayer boards, conductive pathways between 
layers are connected with traditional plated through-holes and may 
incorporate surface mount technology. "Through-holes" are holes drilled 
entirely through the board that are plated with a conductive material and 
constitute the primary connection between the circuitry on the different 
layers of the board and the electronic components attached to the boards 
later.  "Surface mount" boards are boards on which electrical components 
are soldered onto the surface instead of being inserted into through-holes.  
Although substantially more complex and difficult to produce, surface mount 
boards can substantially reduce wasted space associated with through-hole 
technology and permit greatly increased surface and inner layer densities.  

    The development of increasingly sophisticated electronic equipment, 
which combines higher performance and reliability with reduced size and 
cost, has created a demand for increased complexity, miniaturization and 
density in electronic circuitry.  In response to this demand, multilayer 
technology is advancing rapidly on many fronts, including the widespread 
use of surface mount technology.  More sophisticated boards are being 
created by decreasing the width of the tracks on the board and increasing 
the amount of circuitry that can be placed on each layer.  Fabricating 
advanced multilayer PCBs requires high levels of capital investment and 
complex, rapidly changing production processes.

    As the sophistication and complexity of PCBs increase, manufacturing 
yields typically fall.  Historically, the Company relied on tactical 
quality procedures, in which defects are assumed to exist and quality 
inspectors examine product lot by lot and board by board to identify 
deficiencies, using automated optical inspection and electrical test 
equipment.  This traditional approach to quality control is not adequate, 
however, to produce acceptably high yields in an advanced multilayer PCB 
fabrication environment, as it focuses on identifying, rather than 
preventing, defects.  In recognition of this limitation, Irlandus is 
striving to create a positive environment encompassing management's 
awareness, process understanding, and operator involvement in identifying 
and correcting production problems before defects occur.


     Quality standards

     The International Standards Organization ("ISO") has published 
internationally recognized standards of workmanship and quality.  Both 
Irlandus and DDL-E have achieved ISO 9002 certification, which the Company 
believes will be increasingly necessary to attract business.  SMTEK 
attained ISO 9001 certification in April 1997.  In addition, SMTEK has been 
certified for Mil-Q-9858A, which is the highest military quality standard, 
and NHB-5300.4, which is the primary quality standard for products used in 
the U.S. space program. 


     EMS Facilities

     SMTEK conducts its operations from a 45,000 square foot facility, 
which is leased from an unaffiliated party through May 31, 2000.  The 
monthly rent was approximately $29,700 during fiscal 1997 and is subject to 
a 4% increase each year.  SMTEK has the option to extend the lease term for 
three renewal periods of three years each.  The lease rate during the 
renewal periods is subject to adjustment based on changes in the Consumer 
Price Index for the local area.
  
     DDL-E conducts its operations from a 67,000 square foot facility in 
Northern Ireland that was purchased in 1989.  Prior to DDL-E commencing 
operations in the spring of 1990, approximately 1.6 million pounds sterling 
(approximately $2,700,000) was expended on auto-insertion equipment, 
surface mount device placement equipment, wave solder equipment, visual 
inspection equipment and automated test equipment.  The Company believes 
that this facility possesses the technology required to compete effectively 
and that the facility is capable of supporting projected growth for up to 
the next two years.


     Fabrication Facilities

     Irlandus occupies a 63,000 square foot production facility and an 
adjacent 9,000 square foot office and storage facility.  Irlandus' existing 
capacity is expected to be adequate to meet anticipated order levels for 
the next three years.



     Markets and Customers

     The Company's sales in the EMS and PCB fabrication businesses and the 
percentage of its consolidated sales to the principal end-user markets it 
serves for the last three fiscal years were as follows (dollars in 
thousands):
                                        Year Ended June 30,
                       ----------------------------------------------------
    Markets                1997                1996                1995 
 ------------          ------------        ------------        ------------
Computer             $ 4,322    8.8%     $ 4,049   12.2%     $ 7,115   24.1%
Telecommunications     7,103   14.5        4,189   12.6        6,926   23.4
Commercial avionics    9,702   19.8        2,277    6.9           -      -
Space and satellites   2,065    4.2          949    2.9           -      -
Banking automation     8,089   16.5        3,155    9.5        2,607    7.0 
Industrial controls
 & instrumentation     7,189   14.7        7,621   23.0        6,044   20.4
Medical                1,906    3.9        4,429   13.4        4,668   15.8
Defense                4,666    9.6        3,897   11.8        1,362    4.6
Other                  3,877    8.0        2,569    7.8        1,394    4.7
                      ------  -----       ------  -----       ------  -----
    Total            $48,919  100.0%     $33,136  100.0%     $29,576  100.0%
                      ======  =====       ======  =====       ======  =====

    The Company markets its EMS and PCB fabrication services through both a 
direct sales force and independent manufacturers' representatives.  The 
Company's marketing strategy is to develop close relationships with, and to 
increase sales to, certain existing and new major EMS and PCB fabrication 
customers.  This includes becoming involved at an early stage in the design 
of PCBs for these customers' new products.  The Company believes that this 
strategy is necessary to keep abreast of rapidly changing technological 
needs and to develop new EMS and PCB fabrication processes, thereby 
enhancing the Company's EMS and PCB capabilities and its position in the 
industry.  As a result of this strategy, however, fluctuations experienced 
by one or more of these customers in demand for their products may have and 
have had adverse effects on the Company's sales and profitability.

    During fiscal 1997, the Company's EMS and PCB businesses served 
approximately 60 and 150 customers, respectively.  The Company's five 
largest customers accounted for 47%, 37% and 21% of consolidated sales 
during fiscal years 1997, 1996 and 1995, respectively.  In fiscal 1997 the 
Company's two largest customers, Allied Signal, Inc. and De La Rue 
International Limited, accounted for approximately 18.4% and 16.5% of
consolidated sales, respectively. While the loss of one of these 
customers could be material if not promptly replaced by a customer of 
similar size, it has been the Company's experience that even higher volume 
customers can be replaced on a timely basis with no material adverse effect 
on the Company.  No other customer accounted for more than 10% of 
consolidated sales during 1997.  The Company has not entered into supply
agreements with these customers, nor have sales to these customers occurred
pursuant to a formal purchasing agreement.


     Raw Materials and Suppliers

     In its EMS business, the Company uses numerous suppliers of electronic 
components and other materials.  The Company's customers may specify the 
particular manufacturers and components, such as the Intel Pentium 
microprocessor, to be used in the EMS process.  To the extent these 
components are not available on a timely basis or are in short supply 
because of allocations imposed by the component manufacturer, and the 
customer is unwilling to accept a substitute component, delays may occur.  
Such delays are experienced in the EMS business from time to time and have 
caused sales and inventory fluctuations in the Company's EMS business.

    The principal materials used by the Company in its PCB fabrication 
processes are copper laminate, epoxy glass, copper alloys, gold and various 
chemicals, all of which are readily available to the Company from various 
sources.  The Company believes that its sources of materials for its 
fabrication business are adequate for its needs and that it is not 
substantially dependent upon any one supplier.


     Industry Conditions and Competition

     The markets in which the EMS and PCB fabrication businesses operate 
are intensely competitive and have experienced excess production capacity 
during the past few years.  Seasonality is not a significant factor in the 
EMS and PCB fabrication businesses. Competition is principally based on 
price, product quality, technical capability and the ability to deliver 
products on schedule.  Both the price of and the demand for EMS and PCBs 
are sensitive to economic conditions, changing technologies and other 
factors.  The technology used in EMS and fabrication of PCBs is widely 
available, and there are a large number of domestic and foreign 
competitors.  Many of these firms are larger than the Company and have 
significantly greater financial, marketing and other resources.  In 
addition, the Company faces a competitive disadvantage against better 
financed competitors because the Company's current financial situation 
causes certain customers to be reluctant to do business with the Company's 
operating units.  Many of the Company's competitors have also made 
substantial capital expenditures in recent years and operate 
technologically advanced EMS and fabrication facilities.  Furthermore, some 
of the Company's customers have substantial in-house EMS capability, and to 
a lesser extent, PCB fabrication capacity.  There is a risk that when these 
customers are operating at less than full capacity they will use their own 
facilities rather than purchase from the Company.  Despite this risk, 
management believes that the Company has not experienced a significant loss 
of business to in-house fabricators or assemblers.  There also are risks 
that other customers, particularly in the EMS market, will develop their 
own in-house capabilities, that additional competitors will acquire the 
ability to produce advanced, multilayer boards in commercial quantities, or 
the ability to provide EMS, and that foreign firms, including large, 
technologically advanced Japanese firms, will increase their share of the 
United States or European market.

     Price competition is particularly intense in the computer market, 
which in fiscal year 1995 was the Company's largest market segment.  This 
has caused price erosion and lower margins, particularly in the Company's 
PCB fabrication business.  Significant improvement in the Company's PCB 
gross margins may not be achieved in the near future due to excess PCB 
production capacity worldwide and substantial competitive pressures in the 
Company's principal markets.  Generally, the Company's customers are 
reducing inventory levels and seeking lower prices from their vendors, such 
as the Company, to compete effectively.



GENERAL

     Backlog  

     At June 30, 1997, 1996 and 1995, the Company's EMS and PCB fabrication 
businesses had combined backlogs of $28,587,000, $17,669,000 and 
$9,247,000, respectively.  Backlog at June 30, 1997 and 1996 includes 
SMTEK, the EMS business acquired by the Company in January 1996.  The 
Company's backlog at June 30, 1995 consisted only of the backlog of the 
Company's European subsidiaries.

     Backlog is comprised of orders believed to be firm for products that 
have scheduled shipment dates during the next 12 months.  Some orders in 
the backlog may be canceled under certain conditions.  Historically, a 
substantial portion of the Company's orders have been for shipment within 
90 days of the placement of the order and, therefore, backlog information 
as of the end of a particular period is not necessarily indicative of 
trends in the Company's business.  In addition, the timing of orders from 
major customers may result in significant fluctuations in the Company's 
backlog and operating results from period to period.


     Environmental Regulation 

 In the early 1970s, one of the Company's former California-based PCB 
operating units, Aeroscientific Corp. ("Aero Anaheim"), disposed of certain 
quantities of waste at the Stringfellow hazardous waste disposal site in 
Riverside County, California, which was subsequently designated as a 
Superfund site by the U.S. Environmental Protections Agency ("EPA").  Aero 
Anaheim's waste accounted for less than three one-hundreds of one percent 
of the total waste deposited at this site.  Aero Anaheim, which since 1991 
has been an inactive, insolvent subsidiary of the Company, established a 
reserve of $120,000 as its share of the estimated environmental remediation 
costs based on its relative contribution to the total wastes disposed at 
this site.  The EPA contends that site owners and operators and waste 
generators are jointly and severally liable under federal law.  
Nonetheless, the Company believes that the final allocation of liability 
will generally be made based on relative contributions of waste.  
Furthermore, even if joint liability were to be imposed, the Company 
believes that the risk is remote that Aero Anaheim's ultimate liability in 
this matter would exceed its reserve, because the other generators of 
wastes disposed at the Stringfellow site include numerous companies with 
assets and equity significantly greater than Aero Anaheim.  The Company 
believes that Aero Anaheim's reserve is adequate to cover future costs 
associated with this matter.

The Company is aware of certain chemicals that exist in the ground at 
Aero Anaheim's previously leased facility in Anaheim.  The Company, which 
was a guarantor of Aero Anaheim's facility lease, has notified the 
appropriate governmental agencies and is proceeding with remediation and 
investigative studies regarding soil and groundwater contamination.  The 
installation of water and soil extraction wells was completed in August 
1994.  In May 1995, the Company retained an environmental engineering firm 
to begin the vapor extraction of pollutant from the soil and to perform 
quarterly groundwater monitoring.  In April 1997, the Company ceased soil 
vapor extraction procedures at this site because the pollutant recovery 
rate had declined to and stabilized at a very low level at which vapor 
extraction is no longer a cost effective recovery technique.  The property 
owner is currently conducting a soil gas study at the site which is 
expected to provide information as to the remaining contamination in the 
soil.  It is not yet known whether further soil remediation work will be 
necessary.  Investigative work to determine the full extent of potential 
groundwater pollution has not yet been completed.  Consequently,  a 
complete and accurate estimate of the full and potential costs cannot be 
determined at this time.  The Company believes, however, that the 
resolution of these matters could require a significant cash outlay.  
Initial estimates from environmental engineering firms indicate that it 
could cost from $1,000,000 to $3,000,000 to fully clean up the site and 
could take as long as ten years to complete.  The Company and Aero Anaheim 
entered into an agreement to share the costs of environmental remediation 
with the owner of the Anaheim property.  Under this agreement, the Company 
is obligated to pay 80% of the site's total remediation costs up to 
$725,000 (i.e., up to the Company's $580,000 share) with any costs above 
$725,000 being shared equally between the Company and the property owner.  
Through June 30, 1997, the Company has paid $538,000 as its share of the 
remediation costs (including cash placed in an escrow account for payment 
of expenses).  At June 30, 1997, the Company has a reserve of $564,000, 
which represents its estimated share of future remediation costs at this 
site.  Based on consultation with the environmental engineering firms, 
management believes that the Company has made adequate provision for the 
liability based on probable loss.  It is possible, however, that the future 
remediation costs at this site could differ significantly from the 
estimates, and may exceed the amount of the reserve.


     Employees  

     At June 30, 1997, the Company had approximately 500 employees.


Item 2.  Properties

    The following table lists principal plants and properties of the 
Company and its subsidiaries:
                                                       Owned
                                            Square       or
         Location                           Footage    Leased
       ------------                         ------     ------

  Newbury Park, California                   45,000     Leased 
  Craigavon, Northern Ireland                63,000     Owned
  Craigavon, Northern Ireland                67,000     Owned
  Craigavon, Northern Ireland                 9,000     Owned

     The Northern Ireland properties are pledged as security for 
installment loans payable to the Industrial Development Board for Northern 
Ireland, from which the properties were purchased.  These loans had an 
aggregate outstanding balance of approximately $1,300,000 at June 30, 1997.  


Item 3.  Legal Proceedings

     On May 29, 1997, the Company signed a letter of intent (the "Century 
Letter of Intent") to merge with Century Electronics Manufacturing, Inc. 
("CEMI"). Pursuant to the Century Letter of Intent, CEMI was to provide a 
loan of up to $3.3 million to the Company by June 1, 1997 for retirement of 
the Company's 10% Senior Secured Notes in the aggregate principal amount of 
$5,300,000 (the "Senior Notes").  However, such financing was not made 
available by CEMI.  As a result, on June 30, 1997 the Company obtained 
alternate financing which enabled it to repay its Senior Notes.  On 
September 22, 1997, the Company filed a lawsuit against CEMI in the 
Superior Court of Ventura County, California, alleging breach of contract 
and fraud and seeking $5,000,000 in actual damages plus punitive damages.  
CEMI has not yet answered the Company's complaint or made an appearance in 
the case.  On October 14, 1997, however, CEMI filed a lawsuit of its own 
against the Company in the Superior Court of Middlesex County, 
Massachusetts.  In the Massachusetts action, CEMI asserts that the Company 
failed to provide collateral acceptable to CEMI to secure CEMI's loan and 
that the Company engaged in unfair and deceptive acts which deprived CEMI 
of the opportunity to merge with a publicly traded company.  CEMI's lawsuit 
seeks $10,000,000 plus punitive damages.  The Company believes CEMI's 
lawsuit is without merit and plans to contest CEMI's claims vigorously.  
The Company's prosecution of the California action and its defense of the 
Massachusetts action are both subject to all of the risks, costs and 
uncertainties associated with litigation, including legal fees and 
expenses, disruption of executive schedules and focus, the possibility that 
the Company may be called upon to satisfy a judgment and the possibility 
that the Company will be unable to realize proceeds from any judgment that 
it may obtain. 




                                PART II

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

     The information set forth under the caption "Market and Dividend 
Information" in the Company's 1997 Annual Report to Stockholders is 
incorporated herein by reference and made a part hereof.

Item 6.  Selected Financial Data

     The information set forth under the caption "Five-Year Financial 
Summary" in the Company's 1997 Annual Report to Stockholders is 
incorporated herein by reference and made a part hereof.

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

     The information set forth under the caption "Management's Discussion 
and Analysis of Financial Condition and Results of Operations" ("MD&A") in 
the Company's 1997 Annual Report to Stockholders is incorporated herein by 
reference and made a part hereof.

     Certain statements made in the MD&A, in the president's letter to 
stockholders which appears on page 1 of the Company's 1997 Annual Report to 
Stockholders, and elsewhere in the notes to consolidated financial 
statements included in such Annual Report to Stockholders, are forward-
looking in nature and reflect the Company's forecasts, current expectations 
and anticipated future plans.  Such statements involve various risks and 
uncertainties that could cause actual results to differ materially from 
those forecast in the statements.  Factors that might cause such 
differences would include, without limitation, the factors described as 
"Risk Factors" in Amendment No. 1 to the Company's Registration Statement 
on Form S-3 filed with the Securities and Exchange Commission on October 
24, 1997 (Registration No. 333-31349). 

Item 8.  Financial Statements and Supplementary Data

     Reference is made to the financial statements later in this Report 
under Item 14.

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

     Not applicable.


PART III

Item 10. Directors and Executive Officers of the Registrant
    
     DIRECTORS AND EXECUTIVE OFFICERS

                            Principal occupation and            Year first
                         business experience including           elected a
      Name                 service on other boards         Age   Director
    --------            ------------------------------     ---   --------

Class I Directors to Continue in Office Until the 1997 Annual Meeting:

  Melvin Foster        Principal and attorney, Melvin       71      1995
                       Foster & Associates, Boston,
                       Massachusetts

  Robert G. Wilson     Director, Brandevor Enterprises,     53      1995
                       Ltd., Amusements International,
                       Ltd. and Stamford Resources, Ltd.

Class II Directors to Continue in Office Until the 1997 Annual Meeting:

  Charlene A. Gondek    Director, Jolt Technology, Inc.,    36      1997
                        a privately held electronic
                        manufacturing services company
 
  Gregory L. Horton     Chief Executive Officer,            41      1996
                        President and Chairman of the
                        Board of Directors, DDL
                        Electronics, Inc.
 
Class III Directors to Continue in Office Until the 1998 Annual Meeting:

  Karen Beth Brenner    President, Fortuna Advisors Inc.,   44      1996
                        an investment advisory firm;
                        director, Krug International Corp.
                        and Creative Bakeries, Inc.

  Richard K. Vitelle    Vice President-Finance and          44      1996
                        Administration, Chief Financial
                        Officer, Treasurer and Secretary,
                        DDL Electronics, Inc.
 
  Thomas M. Wheeler     President, TMW Enterprises,         70      1996
                        Inc., an investment holding 
                        company

     Mr. Foster is a member of the Compensation Committee of the Board of 
Directors.  He is an attorney and principal in Melvin Foster & Associates 
in Boston, Massachusetts.

     Mr. Wilson was appointed a Class I Director subsequent to the May 31, 
1995 annual stockholders meeting.  Mr. Wilson is a member of the Audit and 
Compensation Committees of the Board of Directors. He is also chief 
financial officer and a director of Brandevor Enterprises, Ltd., a Toronto 
Stock Exchange listed company, a director of Amusements International Ltd., 
an Alberta Stock Exchange listed company, and a director of Stamford 
Resources, Ltd., a Canadian public company.  

     Ms. Gondek was appointed a Class II Director on June 30, 1997, and 
serves as a member of the Compensation Committee of the Board of Directors.  
Ms. Gondek is a director and shareholder of Jolt Technology, Inc. and 
served as president of this privately held company from 1992 to 1996.  
Refer to "Certain Relationships and Related Transactions" for additional 
information concerning Jolt Technology, Inc.

     Mr. Horton became the Company's President and Chief Executive Officer 
in January 1996, following the Company's acquisition of SMTEK, Inc.  He was 
appointed a Class II Director in February 1996, and was appointed Chairman 
of the Board in July 1997.  He has also served as the President and Chief 
Executive Officer of SMTEK, Inc. since 1986.

     Ms. Brenner was appointed a Class III Director of the Company in July 
1996, and serves as a member of the Audit Committee and Compensation 
Committee.  Since January 1996 she has served as president of Fortuna 
Advisors, Inc., the successor to Karen Beth Brenner, Registered Investment 
Advisor, a sole proprietorship which she operated from 1984 to 1995.  Ms. 
Brenner is also a director of Krug International Corp. and Creative 
Bakeries, Inc., both Nasdaq-traded companies. 

     Mr. Vitelle was appointed Vice President, Chief Financial Officer and 
Treasurer in January 1996, and was elected a Class III Director in July 
1996.  From 1993 to 1996, Mr. Vitelle served as Chief Financial Officer of 
InVitro International, a publicly held company engaged in the development 
and marketing of in vitro diagnostic testing systems.  From 1992 to 1993, 
he served as Chief Financial Officer of Chapin Medical Company, a privately 
held distributor of critical care pharmaceutical products.  From 1986 to 
1992, Mr. Vitelle served as Corporate Controller of DDL Electronics, Inc.  
Mr. Vitelle is a certified public accountant. 

     Mr. Wheeler was appointed a Class III Director on June 30, 1997, and 
serves as a member of the Audit Committee and Compensation Committee.  From 
1970 until 1995, Mr. Wheeler was the founder, chairman of the board and 
sole stockholder of Electro-Wire Products, Inc., a manufacturer of 
automotive electrical power distribution systems. Since 1995, Mr. Wheeler 
has been president of TMW Enterprises, Inc., a private investment holding 
company.  Since 1992, he has also been a director and shareholder of Jolt 
Technology, Inc. Refer to "Certain Relationships and Related Transactions" 
for additional information concerning Jolt Technology, Inc.

     Bernee Strom, who was elected a Class II Director in May 1995, 
resigned from the Board of Directors effective June 30, 1997. 



     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Exchange Act, the directors and executive 
officers of the Company and persons who own more than 10% of the Company's 
Common Stock ("statutory insiders") are required to file reports of their 
ownership of the Company's Common Stock on Form 3 and any subsequent 
changes in that ownership on Form 4 or Form 5 with the Securities and 
Exchange Commission and the New York Stock Exchange. 

    To the Company's knowledge, based solely upon its review of the copies 
of such reports required to be furnished to the Company during or with 
respect to the fiscal year ended June 30, 1997, the Company believes that 
all Section 16(a) filing requirements applicable to its statutory insiders 
during or for such fiscal year were satisfied.


Item 11. Executive Compensation


     EXECUTIVE COMPENSATION TABLE

     The following table sets forth the cash compensation paid or accrued 
by the Company, as well as certain other compensation, for its fiscal years 
ended June 30, 1997, 1996 and 1995 to each of the Company's executive 
officers whose compensation exceeded $100,000 for the fiscal year ended 
June 30, 1997:

                                                                 Long-Term  
       Name and                       Annual Compensation       Compensation
      Principal                   --------------------------      Awards: 
      Positions (1)        Year   Salary(2)  Bonus     Other      Options (#)
    --------------         ----   ------     -----     -----       -------
Gregory S. Horton          1997  $150,000   $97,000      (3)       100,000
 Chairman, President and   1996    69,000    24,000      (3)       400,000
 Chief Executive Officer   1995       -0-       -0-                    -0-
 
Richard K. Vitelle         1997  $123,000   $37,000      (3)       200,000
 VP Finance & Admin.,      1996    50,000       -0-      (3)       185,000
 CFO and Secretary         1995       -0-       -0-                    -0-


(1)   Mr. Horton joined the Company as Chief Executive Officer and 
      President on January 12, 1996.  Mr. Vitelle joined the Company as 
      Vice President-Finance and Administration and Chief Financial 
      Officer on January 25, 1996.

(2)   Amounts shown include compensation earned and received by each 
      named executive officer, as well as amounts earned but not paid 
      until after the end of the fiscal years indicated. 
 
(3)   Total perquisites did not exceed the lesser of $50,000 or 10% of 
      the executive's salary and bonus.



     OPTION GRANTS IN FISCAL YEAR ENDED JUNE 30, 1997 
<TABLE>
     The following table sets forth information concerning options granted to 
each of the named executive officers during fiscal 1997: 
<CAPTION>
                                                              Potential Realizable
                             % of Total                         Value at Assumed
                               Options                        Annual Rates of Stock
                             Granted to  Exercise               Price Appreciation
                              Employees   or Base                for Option Term
                    Options   in Fiscal   Price    Expiration    ---------------
     Name           Granted      Year     ($/Sh.)     Date        5%        10%
   --------         -------      ----      ----       ----       ----       ----
<S>                 <C>          <C>       <C>      <C>         <C>        <C>
Gregory L. Horton   100,000       5.8%     $1.00    04/01/07    $ 63,000   $159,000

Richard K. Vitelle  200,000      11.5%     $1.25    09/12/06    $157,000   $398,000

</TABLE>

     AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END 
      OPTION VALUES
 
     The following table sets forth information concerning options held 
by each of the named executive officers as of June 30, 1997:
                                                               
                                             Number of         
                                             Securities         Value of
                                             Underlying        Unexercised
                                            Unexercised        In-the-Money
                                             Options at         Options at
                     Shares                Fiscal Year-End    Fiscal Year-End
                   Acquired on   Value     Exercisable/       Exercisable/
        Name        Exercise    Realized   Unexercisable(1)   Unexercisable(2) 
       ------       --------    --------   -------------      -------------     
Gregory S. Horton        -0-        -0-   130,000/370,000     $ 6,000/$   -0- 

Richard K. Vitelle       -0-        -0-   111,666/273,334     $  -0- /$   -0- 


(1)   All options listed in the table are exercisable at option prices 
      equal to fair market value on the date of grant.
 
(2)   The value of unexercised in-the-money options is based upon the 
      fair market value for the common stock on June 30, 1997 of $1.06 
      per share less the applicable option exercise price.
<TABLE>
<CAPTION>
     TEN-YEAR OPTION REPRICINGS

                           Number of                   Exercise            Length of
                          Securities    Market Price   Price at             Original
                          Underlying    of Stock at    Time of             Option Term
                             Options      Time of      Repricing   New     Remaining
                           Repriced or   Repricing or     or     Exercise  at Date of
                             Amended      Amendment    Amendment   Price   Repricing or 
     Name             Date     (#)          ($)           ($)       ($)      Amendment
    ------           ------  -------       ------       ------     ------     ------
<S>                <C>       <C>           <C>          <C>        <C>     <C>
Gregory L. Horton  10/03/96  310,000        1.25         1.75      1.25    9 yrs 9 mos     

Richard K. Vitelle 09/12/96   85,000        1.25         1.63      1.25    9 yrs 8 mos     
                   09/12/96  100,000        1.25         1.75      1.25    9 yrs 9 mos
</TABLE>

     EMPLOYMENT AGREEMENTS AND EXECUTIVE SEVERANCE ARRANGEMENTS

     On January 12, 1996, Gregory L. Horton was appointed President and 
Chief Executive Officer of the Company pursuant to an employment 
agreement dated October 16, 1995.  Mr. Horton's employment agreement 
provides for a base salary of $150,000, subject to annual reviews of the 
Compensation Committee, and annual bonus compensation ranging up to 200% 
of his base salary.  Such bonus compensation is to be based in part on 
increases in the Company's revenues and profits and upon the achievement 
of other objectives and criteria as the Board may establish.  Mr. 
Horton's employment is "at will."  Should he voluntarily resign or be 
terminated for cause, Mr. Horton will not be entitled to severance pay.  
He is entitled to 20 months' base salary if he is terminated without 
cause.  In May 1997, the Compensation Committee awarded Mr. Horton a 
cash bonus of $60,000 for the period from January 1996 to March 1997, 
and a cash bonus of 30% of his base salary for the period from April 
1997 to March 1998.  The Compensation Committee also approved a special 
cash incentive payment to Mr. Horton of $50,000 which he became entitled 
to receive when the Company repaid its 10% Senior Secured Notes in the 
aggregate amount of $5.3 million on June 30, 1997.  
 
     Effective January 25, 1996, Richard K. Vitelle was appointed Vice 
President-Finance and Administration, Treasurer and Chief Financial 
Officer pursuant to an employment agreement with the Company.  Mr. 
Vitelle's employment agreement was renegotiated in September 1996 to 
provide for a base annual salary of $125,000 and for a fiscal 1997 cash 
bonus of 30% of such base salary.  Pursuant to the September 1996 
employment agreement, Mr. Vitelle was granted a stock option covering 
200,000 shares at $1.25 per share, which was the fair market value on 
the grant date. Mr. Vitelle's employment is "at will".  If his 
employment is terminated by the Company for cause, then he is not 
entitled to severance pay.  However, he is entitled to 12 months' base 
salary and benefits as severance if he is terminated by the Company 
without cause, or if he is terminated as the result of a change in 
control of the Company.  In addition, if the principal place of Mr. 
Vitelle's employment is relocated to any site beyond the 35-mile radius 
of the Company's present headquarters, then he may resign at any time 
within the following 12 months, whereupon he will be entitled to 12 
months' severance payments and benefits. 

     DIRECTOR COMPENSATION

     Directors do not receive cash compensation for their services on 
the Company's Board of Directors except for reimbursement of travel 
expenses.

     Pursuant to the 1996 Non-Employee Directors Stock Option Plan (the 
"Directors Plan"), annually on July 1 each non-employee director is 
automatically granted, without further action by the Board, a stock 
option to purchase 30,000 shares of the Company's Common Stock.  The 
exercise price per share of all options granted under the Director Plan 
is equal to 100% of the fair market value of the Common Stock at the 
time of grant.  Under the terms of the Directors Plan, each option 
granted becomes exercisable six months after the grant date.  Each 
option grant has a ten-year term.  In July 1996 options covering a total 
of 120,000 shares were granted to four non-employee directors at an 
option price of $1.63 per share, and in July 1997 options covering a 
total of 150,000 shares were granted to five non-employee directors at 
an option price of $1.06 per share.


     REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board of Directors (the 
"Committee") administers the Company's executive compensation programs 
and reviews and approves salaries of the executive officers named in the 
Executive Compensation Table.  The Committee is also responsible for 
administering the Company's stock option plans (except for the non-
discretionary 1996 Non-Employee Directors Stock Option Plan) and making 
incentive awards.  The Company's executive compensation programs are 
designed to: 

     - provide competitive levels of base compensation in order to 
       attract, retain and motivate high quality employees;

     - tie individual total compensation to individual performance and 
       the success of the Company; and 

     - align the interests of the Company's executive officers with 
       those of its stockholders. 

     Base Salary.  Base salary is targeted to be moderate yet 
competitive in relation to salaries commanded by those in similar 
positions in comparable companies.  The Committee reviews management's 
recommendations for executives' salaries and examines survey data for 
executives with similar responsibilities in comparable companies to the 
extent such data is available.  Individual salary determinations are 
based on experience, achievement of goals and objectives, sustained 
performance and comparison to peer level positions outside the Company. 

     Incentive Compensation Program.  Incentive compensation for the 
Company's executive officers is designed to reward such individuals for 
their contributions to corporate and individual objectives.  In 
addition, the Company's three operating units maintain profit sharing 
plans under which operating unit managers and other key employees 
receive incentive cash compensation based on the performance and pre-tax 
profits of those operations.  The Company's executive officers named 
above do not participate in these operating unit profit sharing plans. 

     Stock Options.  The Committee administers the Company's 1993 and 
1996 Stock Incentive Plans, which are designed to align the interests of 
management and other key employees with those of the Company's 
stockholders.  The number of stock options granted is related to the 
recipient's base compensation, level of responsibility and 
accomplishments. All options have been granted with an option exercise 
price equal to the fair market value of the Company's common stock on 
the date of grant.  The tables above set forth information concerning 
options granted to named executives during fiscal 1997.

     Because of the Company's financial condition and the importance of 
conserving cash, the Company has tended to limit the level of cash 
remuneration paid to executive officers and to increase the level of 
stock option grants.  Particularly during a period focused on 
operational and financial turnaround, the Compensation Committee 
believes that stock options closely align the objectives of management 
and the stockholders and provide a balance given the limits placed on 
cash remuneration.  In the future, the Compensation Committee will 
continue to evaluate cash and stock incentive compensation alternatives 
to best achieve the objectives of the Company's executive compensation 
program.
 
     Repricing of Stock Options.  In September 1996, in connection with 
the renegotiation of Richard Vitelle's employment agreement, and in 
order to retain the services of this key employee, the Compensation 
Committee lowered the exercise price for 185,000 options held by Mr. 
Vitelle to $1.25, which options were originally granted in May and June 
1996 at exercise prices ranging from $1.63 to $1.75.  The new exercise 
price was equal to the fair market value on the date of repricing.

     In October 1996, in order to retain the services of other key 
employees of the Company, the Compensation Committee lowered the 
exercise price of 669,000 stock options held by 25 employees from $1.75 
to $1.25, the fair market value on the date of repricing.  These 
repriced options included 310,000 options held by Gregory Horton.

     Compensation of Chief Executive Officer.  Gregory L. Horton was 
appointed President and Chief Executive Officer of the Company in 
January 1996.  Mr. Horton's cash compensation was negotiated with the 
Board and is described above under the caption "Employment Agreements 
and Executive Severance Arrangements."  In May 1996, Mr. Horton was 
granted a stock option for 90,000 shares.  These options are exercisable 
at $1.625, the fair market value on the grant date.  The shares covered 
by this option become exercisable in three equal installments on January 
12, 1997 and on the next two anniversaries thereof.  In June 1996, as an 
additional incentive to Mr. Horton and in order to further align his 
interests directly with the interests of the stockholders, Mr. Horton 
was granted a stock option under the Company's 1996 Stock Incentive Plan 
covering 310,000 shares at an exercise price of $1.75 per share, which 
become exercisable in equal installments on the three anniversaries of 
the grant date.  As indicated above, the exercise price of these options 
was lowered to $1.25 in October 1996.  In April 1997, Mr. Horton was 
granted a stock option for 100,000 shares which are exercisable in full 
from the grant date at a price of $1.00 per share, the fair market value 
on the date of grant. The number of shares underlying Mr. Horton's 
options may change pursuant to certain anti-dilution provisions of the 
option agreements.


           Submitted by the Compensation Committee:  
              Karen Beth Brenner, Melvin Foster, 
            Charlene A. Gondek, Thomas M. Wheeler 
                    and Robert G. Wilson


     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Mr. Wilson was appointed to the Compensation Committee in June 
1995. Ms. Brenner and Mr. Foster were appointed to the Compensation 
Committee in July 1996.  Ms. Gondek and Mr. Wheeler were appointed to 
the Compensation Committee effective June 30, 1997.  None of these 
individuals were officers or employees of the Company during fiscal 
1997.  Mr. Wilson served as Interim Vice President of the Company from 
June 1995 until January 1996.  There are no interlocks between the 
Company and other entities involving the Company's executive officers 
and directors who serve as executive officers or directors of other 
entities. 
 
     STOCK PERFORMANCE GRAPH

     The following performance table compares the cumulative total 
return for the period from June 30, 1992 through June 30, 1997, from an 
investment of $100 in (i) the Company's Common Stock, (ii) the Dow Jones 
Industrials as a group, and (iii) the Dow Jones Computer Index group of 
companies (the Company's peer group).  For each group an initial 
investment of $100 is assumed on June 30, 1992. The total return 
calculation assumes reinvestment of all dividends for the indices.  The 
Company did not pay dividends on its Common Stock during the time frame 
set forth below. 




                  (stock performance graph - omitted)




     The data points depicted on the graph are as follows:

                  Dow Jones 
                  Industrial    Dow Jones        DDL
        Date       Average   Computer Index  Electronics
      -------       -------       ------        ------
      06/30/92       100.00       100.00        100.00
      06/30/93       105.95        75.48        150.00
      06/30/94       109.23        76.54         75.00
      06/30/95       137.29       132.01        108.33
      06/30/96       170.40       148.95        133.33
      06/30/97       231.66       230.88         75.00



Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of October 10, 1997 except as 
otherwise indicated, the number of shares and percentage of outstanding 
Common Stock known by the Company to be beneficially owned by (i) each 
person who is known by the Company to own beneficially more than 5% of 
the Company's outstanding Common Stock, (ii) each of the Company's 
directors, (iii) each named executive officer and (iv) all executive 
officers and directors of the Company as a group.  Unless otherwise 
noted, shares are held with sole voting and investment power.  
Stockholdings include, where applicable, shares held by the spouses and 
minor children, including shares held in trust. 

                                     Shares of Common Stock
Name and Address of                  ----------------------
  Beneficial Owner*               Number         Percent of Class
  ----------------               --------        ----------------
Fortuna Investment
 Partners, L.P.                  900,230 (1)(2)           3.7%
  100 Wilshire Blvd.,
  15th Floor
  Santa Monica, CA 90401

Ronald J. Vannuki                153,500 (1)(3)            **
  100 Wilshire Blvd.,
  15th Floor
  Santa Monica, CA 90401

Richard Fechtor                  578,550 (1)(4)           2.4%
  17 Emily Road
  Framington, MA 01701

Fortuna Advisors, Inc.           968,638 (1)(5)           3.9%
  1300 Bristol St. #230
  Newport Beach, CA 92658

Karen Beth Brenner               132,400 (1)(6)(8)         **
  P.O. Box 9109
  Newport Beach, CA 92658

Joseph Vannuki                    64,409 (1)(7)            **
  100 Wilshire Blvd., 
  15th Floor
  Santa Monica, CA 90401

Melvin Foster                    279,500 (8)              1.1%

Charlene A. Gondek                   -0- (9)               --

Gregory L. Horton              1,058,333 (10)             4.3%

Richard K. Vitelle               166,666 (11)              **

Thomas M. Wheeler                    -0- (9)               --

Robert G. Wilson                 557,727 (8)              2.3%

Directors and
 Executive Officers
 as a Group (7 persons)        2,194,626 (12)             8.7%
 
 
*     Unless otherwise noted, the persons listed can be contacted at DDL 
Electronics, Inc., 2151 Anchor Court, Newbury Park, CA 91320.
 
**    Represents less than 1% of the outstanding shares.

(1)   This information is based upon a Schedule 13D dated October 18, 
      1996, filed with the Securities and Exchange Commission, and upon 
      information subsequently provided to the Company.  Such Schedule 
      13D states that the beneficial owner is a member of a "group," as 
      that term is used in Section 13(d)(3) of the Securities Exchange 
      Act of 1934, as amended (the "Exchange Act"), comprised of Fortuna 
      Investment Partners, L.P., a California limited partnership; 
      Fortuna Capital Management, Inc., general partner and 
      discretionary investment advisor of Fortuna Investment Partners, 
      L.P.; Ronald J. Vannuki as sole shareholder and president of 
      Fortuna Capital Management, Inc.; Richard Fechtor as an 
      individual; Fortuna Advisors, Inc., an investment management and
      advisory firm; Karen Beth Brenner with respect to shares of common
      stock held or beneficially owned by her and as sole shareholder
      and president of Fortuna Advisors, Inc.; and Joseph Vannuki as an 
      individual. The members of this group are beneficial owners of 
      2,797,727 shares of the Company (11.2%) in the aggregate.

(2)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has shared voting and dispositive power as to all 
      900,230 shares.  Amount includes 39,530 shares underlying the 
      Company's 8-1/2% convertible subordinated debentures.  Mr. Vannuki 
      is the managing director of the general partner of this limited 
      partnership. 

(3)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has sole voting power and dispositive power as to 
      3,500 shares.  Amount includes 150,000 shares underlying the 
      Company's Series C common stock purchase warrants.

(4)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has sole voting and dispositive power as to all 
      578,550 shares.

(5)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has no voting power and shared dispositive power 
      as to 922,143 shares.  Amount includes 46,495 shares underlying 
      the Company's 8-1/2% convertible subordinated debentures.

(6)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has sole voting and dispositive power as to 
      27,400 shares.  

(7)   The Schedule 13D filed by the beneficial owner indicates that the 
      beneficial owner has sole voting and dispositive power as to 
      62,150 shares.  Amount includes 2,259 shares underlying the 
      Company's 8-1/2% convertible subordinated debentures.

(8)   Amount includes 30,000 shares underlying exercisable options and 
      75,000 shares underlying exercisable warrants.

(9)   On June 30, 1997, the Company agreed to acquire Jolt Technology, 
      Inc. ("Jolt"), a privately held company, for nine million shares 
      of DDL common stock, subject to the approval of the Company's 
      stockholders.  Ms. Gondek and Mr. Wheeler, who are shareholders 
      of Jolt, will receive 1.8 million and 6.3 million shares of DDL 
      common stock, respectively, upon consummation of this transaction.

(10)  Includes options for 133,333 shares that are or will be 
      exercisable within 60 days of October 10, 1997.  

(11)  Includes options for 161,666 shares that are or will be 
      exercisable within 60 days of October 10, 1997.

(12)  Includes options for 384,999 shares that are or will be 
      exercisable within 60 days of October 10, 1997.  


Item 13. Certain Relationships and Related Transactions

     On June 30, 1997, the Company borrowed $2 million from Thomas M. 
Wheeler, a private investor, under a note payable bearing 8% interest.  
The note matures on February 1, 1999, and is secured by a pledge of the 
common stock of SMTEK.  The Company agreed to give Mr. Wheeler two seats 
on its Board of Directors, which seats were filled by Mr. Wheeler and 
Charlene A. Gondek.  As a condition to obtaining the $2 million loan 
from Mr. Wheeler, the Company also agreed to acquire all of the issued 
and outstanding shares of Jolt Technology, Inc. ("Jolt"), a privately-
held electronics manufacturing company owned by Mr. Wheeler, Ms. Gondek 
and a third individual, for nine million shares of the Company's common 
stock.  The acquisition of Jolt is subject to negotiating a definitive 
merger agreement, obtaining a fairness opinion, and obtaining approval 
of the Company's stockholders.  Upon consummation of the Jolt 
acquisition, the maturity date of the $2,000,000 note payable will be 
extended from February 1, 1999 to October 31, 1999.





                               PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
                                                         
                                                           1997 Annual
                                                            Report to
                                                           Stockholders
                                                              ------
(a)(1) List of Financial Statements

List of data incorporated by reference:
  Report of KPMG Peat Marwick LLP on consolidated
   financial statements                                         12 
  Consolidated balance sheets as of June 30, 1997
   and 1996                                                     13 
  Consolidated statements of operations for the
   years ended June 30, 1997, 1996 and 1995                     15 
  Consolidated statements of cash flows for the
   years ended June 30, 1997, 1996 and 1995                     16 
  Consolidated statements of stockholders'
   equity (deficit) for the years ended June 30,
   1997, 1996 and 1995                                          17
  Notes to consolidated financial statements                    18 

(a)(2)  Financial Statement Schedules

   The financial statement schedules are omitted
   because they are either not applicable or the
   information is included in the notes to 
   consolidated financial statements.

                                                    Form 10-K
                                                     -------
(a)(3)   List of Exhibits:                   

         Exhibit Index                                  24 


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


(b) Reports on Form 8-K:

    On June 11, 1997, a Form 8-K was filed regarding a letter of intent
    entered into on May 29, 1997 with Century Electronics Manufacturing, 
    Inc. providing for the merger of Century with and into a wholly-owned 
    subsidiary of DDL.

    On June 12, 1997, a Form 8-K was filed regarding the sale of 2,000,000 
    shares of Common Stock to a group of private investors.

 


                                 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, on 
June 4, 1998.

                                          DDL ELECTRONICS, INC.


                                          /s/ Gregory L. Horton 
                                         -----------------------
                                         Gregory L. Horton
                                         Chief Executive Officer, 
                                          President and Chairman
                                          of the Board of Directors


     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.


      Signature                      Title                      Date
         
/s/ Gregory L. Horton        Chief Executive Officer,        June 4, 1998
-----------------------       President and Chairman      ------------------
   Gregory L. Horton          of the Board


/s/ Richard K. Vitelle       Vice President-Finance and      June 4, 1998 
-----------------------       Administration, Chief       ------------------
   Richard K. Vitelle         Financial Officer, Treasurer,
                              Secretary and Director


/s/ Karen B. Brenner         Director                        June 4, 1998
-----------------------                                   ------------------
   Karen B. Brenner


/s/ Melvin Foster            Director                        June 4, 1998
-----------------------                                   ------------------
   Melvin Foster

                             Director 
-----------------------                                   ------------------
   Charlene A. Gondek


                             Director                    
-----------------------                                   ------------------
   Thomas M. Wheeler


                             Director 
-----------------------                                   ------------------
   Robert G. Wilson

                               EXHIBIT INDEX


Exhibit
Number    Description
------    -----------

 2.1      Jolt Technology Inc. Acquisition Term Sheet dated June 30, 1997
          (incorporated by reference to Exhibit 2.1 filed with the 
          Company's 1997 Annual Report on Form 10-K).

 2.2      Letter of intent dated as of May 29, 1997 between the Company and 
          Century Electronics Manufacturing, Inc. concerning a possible 
          merger (incorporated by reference to Exhibit 10.1 of the 
          Company's Current Report on Form 8-K filed on June 11, 1997).

 3.1      Amended and Restated Certificate of Incorporation of the 
          Company (incorporated by reference to Exhibit 4.1 of the 
          Company's Registration Statement on Form S-8, Commission File 
          No. 33-7440).

 3.2      Bylaws of the Company, amended and restated effective March 
          1995 (incorporated by reference to Exhibit 3-b of the 
          Company's 1995 Annual Report on Form 10-K).

 4.1      Certificate of Designation, Preferences and Rights of Series A 
          Junior Participating Preferred Stock of the Company 
          (incorporated by reference to Exhibit 4.2 of the Company's 
          Registration Statement on Form S-8, Commission File No. 33-7440).

 4.2      Certificate of Designation, Preferences and Rights of Series B 
          Convertible Preferred Stock of the Company (incorporated by 
          reference to Exhibit 4.3 of the Company's Registration 
          Statement on Form S-8, Commission File No. 33-7440).

 4.3      Indenture dated July 15, 1988, applicable to the Company's
          8-1/2% Convertible Subordinated Debentures due August 1, 2008
          (incorporated by reference to Exhibit 4-c of the Company's 1988 
          Annual Report on Form 10-K). 

 4.3.1    Supplemental Indenture relating to the Company's 8-1/2% 
          Convertible Subordinated Debentures due August 1, 2008 
          (incorporated by reference to Exhibit 4-b of the Company's 
          1991 Annual Report on Form 10-K).

 4.4      Indenture relating to the Company's 7% Convertible 
          Subordinated Debentures due 2001 (incorporated by reference to 
          Exhibit 4-c of the Company's 1991 Annual Report on Form 10-K).

 4.5      Rights Agreement dated as of June 10, 1989, between the 
          Company and Bank of America, as Rights Agent (incorporated by 
          reference to Exhibit 1 to the Company's Report on Form 8-K 
          dated June 15, 1989).

 4.5.1    Amendment to Rights Agreement dated as of February 21, 1991, 
          amending the Rights Agreement dated as of June 10, 1989, 
          between the Company and Bank of America, as Rights Agent 
          (incorporated by reference to Exhibit 4.7 of Registration 
          Statement No. 33-39115). 

 4.6      Series C Warrant Agreement dated as of July 1, 1995 between
          the Company and Fechtor, Detwiler & Co., Inc. covering 250,000
          shares and expiring on June 30, 2000 (incorporated by reference 
          to Exhibit 4-f of the Company's Registration Statement on Form
          S-3, Commission File No. 333-02969).

 4.7      Series C Warrant Agreement dated as of July 1, 1995 between
          the Company and Fortuna Capital Management covering 100,000
          shares and expiring on June 30, 2000 (incorporated by reference 
          to Exhibit 4-g of the Company's Registration Statement on Form
          S-3, Commission File No. 333-02969).

 4.8      Series C Warrant Agreement dated as of July 1, 1995 between
          the Company and Karen Brenner covering 50,000 shares and expiring
          on June 30, 2000 (incorporated by reference to Exhibit 4-h of
          the Company's Registration Statement on Form S-3, Commission
          File No. 333-02969).
         
 4.9      Series C Warrant Agreement dated as of July 1, 1995 between
          the Company and Barry Kaplan covering 15,000 shares and expiring 
          on June 30, 2000  (incorporated by reference to Exhibit 4-k of
          the Company's Registration Statement on Form S-3, Commission
          File No. 333-02969).

 4.10     Series D Warrant Agreement dated as of July 1, 1995 between
          the Company and Charles Linn Haslam covering 250,000 shares
          and expiring on June 30, 2000 (incorporated by reference to
          Exhibit 4-i of the Company's Registration Statement on Form
          S-3, Commission File No. 333-02969).
         
 4.11     Form of Series E Warrant dated February 29, 1996 covering an
          aggregate 1,500,000 shares and expiring on February 28, 2001
          (incorporated by reference to Exhibit 4-n of the Company's
          Registration Statement on Form S-3, Commission File No.
          333-02969).
 
 4.12     Form of Warrant and Contingent Payment Agreement for Series G
          Warrants dated as of March 31, 1996 between the Company and
          each of several former officers, key employees and directors
          of the Company under various consulting agreements and
          deferred fee arrangements covering an aggregate 595,872 shares
          expiring on June 1, 1998 (incorporated by reference to Exhibit
          4-l of the Company's Registration Statement on Form S-3,
          Commission File No. 333-02969).

 4.13     Form of Warrant Agreement for Series H Warrants dated July 1,
          1995 among the Company and each of several current or former
          non-employee directors covering an aggregate of 300,000 shares
          expiring on June 30, 2000 (incorporated by reference to
          Exhibit C of the Company's Proxy Statement for the fiscal 1995
          Annual Stockholders Meeting).

 4.14     Securities Purchase Agreement dated February 29, 1996
          relating to the Company's 10% Senior Secured Notes due July 1,
          1997 issued February 29, 1996 in the aggregate amount of
          $5,300,000 ("Securities Purchase Agreement") (incorporated by
          reference to Exhibit 4-m of the Company's Registration
          Statement on Form S-3, Commission File No. 333-02969).

 4.15     Common Stock Purchase Agreement dated as of June 3, 1997 covering 
          the sale of 2,000,000 shares of Common Stock to a group of
          private investors (incorporated by reference to Exhibit 4.1 of 
          the Company's Current Report on Form 8-K filed on June 12, 1997).

 4.16     Debt Term Sheet dated June 30, 1997 between the Company and Thomas 
          M. Wheeler (incorporated by reference to Exhibit 4.16 filed with 
          the Company's 1997 Annual Report on Form 10-K).

 4.16.1   Secured promissory note dated June 30, 1997 in the principal amount 
          of $2 million between the Company and Thomas M. Wheeler
          (incorporated by reference to Exhibit 4.16.1 filed with the 
          Company's 1997 Annual Report on Form 10-K).

 4.16.2   Collateral Security Stock Pledge Agreement dated June 30, 1997 
          between the Company and Thomas M. Wheeler (incorporated by 
          reference to Exhibit 4.16.2 filed with the Company's 1997 Annual
          Report on Form 10-K).

 10.1     1985 Stock Incentive Plan (incorporated by reference to
          Exhibit 4a of Registration Statement No. 33-3172).

 10.2     1987 Stock Incentive Plan (incorporated by reference to 
          Exhibit 4a of Registration Statement No. 33-18356)

 10.3     1991 General Nonstatutory Stock Option Plan (incorporated by 
          reference to Exhibit 10-cf of the Company's 1993 Annual Report
          on Form 10-K).

 10.4     1993 Stock Incentive Plan (incorporated by reference to
          Exhibit 4.7 of the Company's Registration Statement on Form
          S-8, Commission file No. 33-74400).

 10.5     1996 Stock Incentive Plan (incorporated by reference to 
          Exhibit A of the Company's Proxy Statement for the fiscal 1995 
          Annual Stockholders Meeting). 

 10.6     1996 Non-Employee Directors Stock Option Plan (incorporated by 
          reference to Exhibit B of the Company's Proxy Statement for the
          fiscal 1995 Annual Stockholders Meeting).

 10.7     Form of Indemnity Agreement with officers and directors
          (incorporated by reference to Exhibit 10-o of the Company's
          1987 Annual Report on Form 10-K).

 10.8     Standard Industrial Lease-Net dated August 1, 1984, among the
          Company, Aeroscientific Corp., and Bradmore Realty Investment
          Company, Ltd. (incorporated by reference to Exhibit 10-w of
          the Company's 1990 Annual Report on Form 10-K).

 10.8.1   Second Amendment to Lease among Bradmore Realty Investment
          Company, Ltd., the Company and the Company's Aeroscientific
          Corp. subsidiary, dated July 2, 1993 (incorporated by
          reference to Exhibit 10-cd of Registration Statement No.
          33-63618).

 10.9     Standard Industrial Lease - Net dated October 15, 1992,
          between L.N.M. Corporation-Desert Land Managing Corp. and the
          Company's A.J. Electronics, Inc. subsidiary (incorporated by
          reference to Exhibit 10.2 of the Company's Quarterly Report on
          Form 10-Q for the quarter ended October 2, 1993).

 10.10    Grant Agreement dated September 16, 1987 between Irlandus
          Circuits Limited and the Industrial Development Board for
          Northern Ireland ("IDB") (incorporated by reference to Exhibit
          10.13 of the Company's Registration Statement No. 33-22856).

 10.10.1  Agreement dated March 10, 1992 between Irlandus Circuits
          Limited and the IDB amending the Grant Agreement dated
          September 16, 1987, between Irlandus and the IDB (incorporated
          by reference to Exhibit 10-br of the Company's 1992 Annual
          Report on Form 10-K).

 10.11    Grant Agreement dated August 29, 1989, between DDL Electronics
          Limited and the IDB (incorporated by reference to Exhibit 10.29
          of the Company's Registration Statement No. 33-39115).

 10.11.1  Agreement dated May 2, 1996, between DDL Electronics Limited
          and the IDB amending the Grant Agreement dated August 29,
          1989, between DDL Electronics and the IDB (incorporated by 
          reference to Exhibit 10.11.1 filed with the Company's 1996 Annual 
          Report on Form 10-K).

 10.12    Form of Land Registry for the Company's Northern Ireland 
          subsidiaries dated November 4, 1993 (incorporated by reference 
          to Exhibit 10.1 of the Company's Quarterly Report of Form 10-Q 
          for the quarter ended September 30, 1993).

 10.13    Business Financing Agreement dated August 21, 1996 between SMTEK,
          Inc. and Deutsche Financial Services Corporation (incorporated by
          reference to Exhibit 10 of the Company's Quarterly Report on Form 
          10-Q for the quarter ended September 30, 1996).

 10.14    Employment Agreement and Letter of Understanding and Agreement
          dated October 15, 1995 between the Company and Gregory L. 
          Horton (incorporated by reference to Exhibit 99.2 filed with 
          the Company's Current Report on Form 8-K dated January 12, 
          1996).

 10.15    Employment Agreement dated September 12, 1996 between the 
          Company and Richard K. Vitelle (incorporated by reference to
          Exhibit 10.15 filed with the Company's 1996 Annual Report on 
          Form 10-K)


 11       Statement re Computation of Per Share Earnings.*

 13       Annual Report to security holders.*

 21       Subsidiaries of the Registrant.*

 23       Consent of KPMG Peat Marwick, LLP.*

 27       Financial Data Schedule.*

 99       Undertaking for Form S-8 Registration Statement.*



        *  These exhibits are incorporated by reference to the Company's
           1997 Annual Report on Form 10-K filed with the Securities and
           Exchange Commission on October 10, 1997.