SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                    FORM 10-K/A 
(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, 1998 
                                     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 August 21, 1998 was $13,472,000.  The registrant had 34,088,128  
shares of Common Stock outstanding as of August 21, 1998.



     Part III (Items 10, 11, 12, and 13) is hereby added to the registrant's 
Form 10-K filed on August 31, 1998.



                             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 Director to Continue in Office Until the 1999 Annual Meeting:

Charlene A. Gondek      Restaurant proprietor            37          1997

Class II Director to Continue in Office Until the 2000 Annual Meeting:

Gregory L. Horton       Chief Executive Officer,         42          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,     45          1996
                        Inc., 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       Chairman, TMW Enterprises,       71          1997
                        Inc., an investment holding 
                        company

 
     Ms. Gondek was appointed a director on June 30, 1997, and serves as a 
member of the Audit Committee and Compensation Committee of the Board.  She 
served as president of Jolt Technology, Inc. ("Jolt"), from 1992 to 1996, 
and as a director of Jolt from 1992 to 1998.  She has been a restaurant 
proprietor since 1998.  Jolt was acquired by the Company on June 30, 1998.

     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 director in February 1996, and was appointed Chairman of the 
Board in July 1997.  Since 1986, he has also served as the President and 
Chief Executive Officer of SMTEK, Inc., a subsidiary of the Company.

     Ms. Brenner was appointed a 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, a certified public accountant, was appointed Vice 
President, Chief Financial Officer and Treasurer in January 1996, and was 
elected a 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. 

     Mr. Wheeler was appointed a 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 
chairman of the board of TMW Enterprises, Inc., a private investment 
holding company.  From 1992 to 1998, he served as director of Jolt.

     None of the Company's executive officers or directors are related by 
blood or marriage.  There are no arrangements or understandings between the 
listed individuals and any other person pursuant to which those individuals 
were selected as an officer or director.


     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, 1998, the Company 
believes that all Section 16(a) filing requirements applicable to its 
statutory insiders during or for such fiscal year were satisfied, except 
that Robert Wilson, who served as a director until the annual 
stockholders meeting on June 29, 1998, failed to file one or more Form 
4s to report dispositions of the Company's common stock during fiscal 
1998.  These dispositions were reported on Mr. Wilson's Form 5 filed in 
August 1998.




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, 1998, 1997 and 1996 to each of the Company's 
executive officers whose compensation exceeded $100,000 for the fiscal 
year ended June 30, 1998:

                                                                 Long-Term  
       Name and                    Annual Compensation          Compensation
      Principal                   --------------------------      Awards: 
      Positions            Year   Salary     Bonus(1)  Other      Options (#)
    --------------         ----   ------     -------   -----       -------
Gregory L. Horton          1998  $150,000   $126,000     (3)          -0-
 Chairman, President and   1997   150,000     97,000     (3)       100,000
 Chief Executive Officer   1996    69,000(2)  24,000     (3)       400,000
 
Richard K. Vitelle         1998  $125,000   $   -0-      (3)          -0-
 VP Finance & Admin.,      1997   123,000     37,000     (3)       200,000
 CFO and Secretary         1996    50,000(2)    -0-      (3)       185,000

(1)  Bonus amounts shown for Mr. Horton were earned and accrued in the
     periods indicated, but payment of these bonuses was deferred until
     July 1998 because of the Company's cash constraints. 

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

(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, 1998

     No options were granted to the Company's executive officers during 
the fiscal year ended June 30, 1998.




     AGGREGATED OPTION EXERCISES IN FISCAL 1998 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, 1998:
                                                               
                                             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 L. Horton        -0-        -0-   263,333/236,667     $  -0- /$   -0- 

Richard K. Vitelle       -0-        -0-   223,332/161,668     $  -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, 1998 of
     $0.75 less the applicable option conversion price. 


     EMPLOYMENT AGREEMENTS AND EXECUTIVE SEVERANCE ARRANGEMENTS

     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 
severance equal to 20 months' base salary if he is terminated without 
cause.  As further described in the accompanying Report of the 
Compensation Committee, Mr. Horton was awarded cash bonuses for fiscal 
years 1996, 1997, and 1998.  See "Compensation of Chief Executive 
Officer."    
 
     Mr. Vitelle's employment agreement provides for a base annual 
salary of $125,000.  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 1998 options covering a total 
of 90,000 shares were granted to non-employee directors at an option 
price of $0.81 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 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.  No options were granted to the Company's executive 
officers in fiscal 1998.

     Compensation of Chief Executive Officer.  Gregory L. Horton was 
appointed President and Chief Executive Officer of the Company in 
January 1996.  The Committee addressed Mr. Horton's incentive 
compensation during its meetings on April 1, 1997 and May 28, 1997.  
During its deliberations on these dates, the Committee noted that Mr. 
Horton had served as President and Chief Executive Officer of the 
Company since January 1996 and had not yet been awarded any cash 
incentive compensation, despite operational improvements that had been 
effected since the beginning of his tenure.  The Committee also noted 
that the Company was at that time confronted with several important 
challenges which, if managed successfully, would justify a significant 
award to Mr. Horton.  These challenges were the need to repay the 
Company's $5.3 million 10% Senior Notes on or before the July 1, 1997 
due date, the need to consummate a strategic acquisition or merger, and 
the need to keep the Company's common stock listed on an organized 
national stock market.  In consideration of all of these factors, the 
Committee approved incentive compensation for Mr. Horton which included 
the following elements:  

(1)  a $60,000 cash bonus for services rendered from January 1996
     through March 1997; 
(2)  a cash bonus of 25% of his $150,000 base salary for the period from
     April 1997 through March 1998; and 
(3)  cash bonuses of $50,000 each for achievement of three special
     short-term goals:
     a)  avoiding default on the Company's $5.3 million 10% Senior Notes
         due July 1, 1997, 
     b)  consummating an acquisition or merger, and 
     c)  retaining the Company's listing on the New York Stock Exchange.

     As a result of these actions, Mr. Horton was awarded cash bonuses 
for the fiscal years ended June 30, 1996, 1997 and 1998 of $24,000, 
$97,000 and $126,000, respectively.  Payment of these bonuses was 
deferred until July 1998 because of the Company's cash constraints.  In 
its deliberations, the Committee recognized that Mr. Horton's employment 
agreement provides for incentive compensation up to 200% of his base 
salary.  The actual cash bonuses awarded amount to substantially less 
than 200% of Mr. Horton's base salary.


                Submitted by the Compensation Committee:  
      Karen Beth Brenner, Charlene A. Gondek and Thomas M. Wheeler


     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Ms. Brenner was appointed to the Compensation Committee in July 
1996.  Ms. Gondek and Mr. Wheeler were appointed to the Compensation 
Committee in July 1997.  None of these individuals were officers or 
employees of the Company during fiscal 1998.  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, 1993 through June 30, 1998, 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, 1993.  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        Dow Jones
      Date     Industrial Ave.   Computer Index    DDL Electronics
    --------        ------          ------             ------
    06/30/93        100.00          100.00             100.00
    06/30/94        103.10          101.40              50.00
    06/30/95        129.58          174.89              72.22
    06/30/96        160.82          197.34              88.89
    06/30/97        218.64          305.82              50.00
    06/30/98        254.60          437.98              33.33

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of September 2, 1998, 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.  Holdings 
include, where applicable, shares held by spouses and minor children, 
including shares held in trust. 




                                SHARES OF COMMON STOCK
                            ------------------------------ 
    NAME AND ADDRESS OF        NO.              PERCENT OF 
    BENEFICIAL OWNER *       SHARES               CLASS    
    -------------------     ---------           ---------- 
                                                         
Karen Beth Brenner.........  1,094,072(1)(2)(3)     3.2%     
 P.O. Box 9109
 Newport Beach, CA 92658

Charlene A. Gondek.........  1,772,498(4)           5.2%     

Gregory L. Horton..........  1,291,667(5)           3.8%    

Richard K. Vitelle.........    249,232(6)            **       

Thomas M. Wheeler..........  6,416,254(4)          18.8%     

Directors and Executive
 Officers as a Group (5
 persons).................. 10,823,723(7)          31.8%   
--------
 *   Unless otherwise noted, the address for the beneficial owner is 
     c/o DDL Electronics, Inc., 2151 Anchor Court, Newbury Park, CA 91320.
 
**   Represents less than 1% of the outstanding shares.
 
(1)  The beneficial owner has sole voting and dispositive power as to 178,400
     shares and no voting and shared dispositive power as to 915,672 shares.
 
(2)  Includes 26,529 shares underlying the Company's 8-1/2% convertible
     subordinated debentures.
 
(3)  Includes 60,000 shares underlying exercisable options and 75,000 shares
     underlying exercisable warrants.
 
(4)  Includes 30,000 shares underlying exercisable options.
 
(5)  Includes 366,667 shares underlying options exercisable within 60 days.
 
(6)  Includes 223,332 shares underlying options exercisable within 60 days.
 
(7) Includes 709,999 shares underlying options exercisable within 60 days.



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June 30, 1997, the Company borrowed $2 million from Mr. Wheeler 
under a note payable bearing 8% interest.  The note matures on October 
31, 1999, and is secured by a pledge of the common stock of SMTEK, Inc.  
The Company also agreed to give Mr. Wheeler two seats on its Board of 
Directors, which seats were filled by Mr. Wheeler and Ms. Gondek.  As a 
condition to obtaining the $2 million loan from Mr. Wheeler, the Company 
agreed to acquire all of the issued and outstanding shares of Jolt 
Technology, Inc., 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.  Mr. Wheeler and Ms. 
Gondek received 6,386,254 and 1,742,498 shares of the Company's common 
stock, respectively, upon the consummation of the acquisition on June 
30, 1998.
     











                                 SIGNATURE

     Pursuant to the requirements 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.



      September 14, 1998                  /s/ Richard K. Vitelle 
---------------------------              -----------------------
         Date                            Richard K. Vitelle
                                         Vice President - Finance 
                                         (Principal Financial Officer)