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, 1996 
                                     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 Stock 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 9, 1996 was $20,448,000. The registrant had 23,046,914 
shares of Common Stock outstanding as of October 9, 1996.

                     DOCUMENTS INCORPORATED BY REFERENCE

Specified parts of the registrant's Annual Report to Stockholders for its 
fiscal year ended June 30, 1996 are incorporated by reference into Parts I 
and II hereof. 

                              EXHIBIT INDEX
                               See page 27



                                 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. 


RECENT DEVELOPMENTS

     Acquisition of SMTEK, Inc.

     In January 1996, as the first step toward rebuilding a domestic 
presence in the EMS industry, the Company acquired SMTEK, Inc. ("SMTEK"), a 
provider of integrated electronic manufacturing services.  SMTEK specializes 
in the design and manufacture of complex printed circuit board assemblies 
and modules utilizing surface mount technology ("SMT") for sale to 
government-related and commercial customers.  In conjunction with this 
acquisition, Gregory L. Horton, SMTEK's Chief Executive Officer and 
President, was appointed Chief Executive Officer and President of the 
Company.  In addition, the Company's principal corporate office was 
relocated from Oregon to SMTEK's facility in Newbury Park, California.
 
     The consideration paid by the Company to purchase SMTEK consisted of 
1,000,000 shares of common stock and $7,199,000 in cash.  The cash portion 
of the purchase price was financed principally by short-term bridge loans 
extended to the Company in November 1995 and January 1996 in the aggregate 
amount of $7,000,000, bearing interest at 10% per annum (the "Bridge 
Loans"). The Company refinanced the Bridge Loans in February 1996 by issuing 
$5,300,000 in aggregate amount of 10% Senior Secured Notes due July 1, 1997 
(the "10% Senior Notes") and $3,500,000 in aggregate amount of 10% 
Cumulative Convertible Debentures due February 28, 1997 (the "10% 
Convertible Debentures").  As compensation for placing the Notes and the 
Debentures, the Company paid to Rickel & Associates, Inc. ("Rickel") a fee 
of $352,000 and issued to Rickel 572,683 shares of common stock valued at 
$716,000.  Rickel also received certain compensation for making and 
arranging the Bridge Loans.

     Changes in the Company's capitalization

     The 10% Convertible Debentures, which were sold to offshore investors, 
were convertible into common stock at any time after 60 days at a conversion 
price equal to 82% of the market price of the Company's common stock at the 
time of conversion.  In May and June 1996, the holders of all of the 10% 
Convertible Debentures elected to convert such debentures into common stock.  
As a result of these conversions, a total of 2,698,275 new shares of common 
stock were issued, and stockholders' equity increased by $3,188,000, net of 
remaining unamortized issue costs. 

	Primarily as a result of the common stock issued in connection with 
the acquisition of SMTEK and the conversion of the 10% Convertible 
Debentures, the Company's outstanding common stock at June 30, 1996 amounted 
to 22,998,879 shares, compared to 16,062,979 shares at the end of fiscal 
1995.

     Reduction of certain obligations

     In March 1996, the Company entered into a settlement agreement with 
certain of its former officers, key employees and directors (the 
"Participants") to restructure its outstanding obligations under several 
consulting programs and deferred fee arrangements which had provided for 
payments to the Participants after their retirement from the Company or from 
its board of directors. Under terms of the settlement, the Participants 
agreed to relinquish all future payments due them under these consulting 
programs and deferred fee arrangements in return for an aggregate of 595,872 
common stock purchase warrants, Series G.  The exercise price of these 
warrants is $2.50 per warrant.  The Company will subsidize the exercise of 
warrants by crediting the Participants with $2.50 for each warrant 
exercised.  The warrants may be called for redemption by the Company at any 
time after June 1, 1996, if DDL's common stock closes above $4.00 per share, 
at a redemption price of $.05 per warrant.  The Company is obligated to pay 
the Participants $2.50 for each warrant which remains unexercised on the 
June 1, 1998 warrant expiration date, payable in semiannual installments 
over two to ten years.  

     The Company has recorded a liability for the present value of these 
future payments, which amounted to $941,000 at June 30, 1996.  As a result 
of this settlement agreement, the Company recorded an extraordinary gain of 
$2,356,000, net of $197,000 of compensation expense related to the "call" 
feature of the warrants.

FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA

     The Company is engaged in two lines of business -- electronic 
manufacturing services and printed circuit board fabrication.  Information 
with respect to these segments' sales, operating income (loss), identifiable 
assets, depreciation and amortization, and capital expenditures for each of 
the last three fiscal years is set forth in Note 11 to the consolidated 
financial statements of the accompanying 1996 Annual Report to Stockholders. 
Such information is incorporated herein by this reference and is made a part 
hereof.

ELECTRONIC MANUFACTURING SERVICES AND PRINTED CIRCUIT BOARD
FABRICATION BUSINESSES 

     The EMS and PCB fabrication industries and the markets in which the 
Company's customers compete are characterized by rapid technological 
change and product obsolescence.  As a result, the end services provided 
and products made by the Company's EMS and PCB fabrication customers 
have relatively short product lives.  The Company believes that its 
future success in these industries is dependent on its ability to 
continue to incorporate new technology into its EMS and PCB fabrication 
processes, to satisfy increasing customer demands for quality and timely 
delivery and to be responsive to future changes in this dynamic market. 
The EMS industry, in general, has experienced increased customer demand 
as customers move away from captive or in-house EMS capabilities and 
out-source production.  At the same time, the number of EMS providers is 
growing, thus increasing competition, keeping margins low and forcing 
sudden changes in the EMS customer base.

     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 67%, 47% and 59% of the Company's consolidated 
sales for the fiscal years ended June 30, 1996, 1995 and 1994, 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 the 
Institute for Interconnecting and Packaging Electronic Circuits 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 33%, 53% and 41% of the Company's consolidated sales for the 
fiscal years ended June 30, 1996, 1995 and 1994, 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.  
Complex boards may also have "via" or "blind-via" holes that connect inner 
layers of a multilayer board or connect an inner layer to the outside of the 
board.

    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 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.  SMTEK is currently working to obtain ISO 9001 
certification, which it expects to receive by February 1997. 

     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 $28,500 during fiscal 1996 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 1,600,000 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             1996                1995                1994 
 ------------       ------------        ------------        ------------
Computer          $ 4,049   12.2%     $ 7,115   24.1%     $23,905   49.3%
Communications      4,189   12.6        6,926   23.4        8,396   17.3
Commercial
 aviation           2,277    6.9           -      -            -      -
Financial           3,155    9.5        2,067    7.0           -      -  
Industrial & 
 Instrumentation    7,621   23.0        6,044   20.4        6,196   12.8
Medical             4,429   13.4        4,668   15.8        6,533   13.4
Government/
  Military          4,847   14.6        1,362    4.6        1,411    2.9
Automotive             -      -           175     .6          889    1.8
Other               2,569    7.8        1,219    4.1        1,199    2.5
                   ------  -----       ------  -----       ------  -----
    Total         $33,136  100.0%     $29,576  100.0%     $48,529  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 1996, the Company's EMS and PCB businesses served 
approximately 55 and 175 customers, respectively.  The Company's five 
largest customers accounted for 37%, 21% and 45% of consolidated sales 
during fiscal years 1996, 1995 and 1994, respectively. The Company's largest 
customer accounted for approximately 9.5% of consolidated sales in fiscal 
1996.


     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 80486 
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 factor in the EMS and PCB 
fabrication businesses.  There has been significant downward pressure on the 
prices that the Company is able to charge for its EMS and PCB fabrication 
services.  More recently, market conditions have improved, resulting in an 
increase in  product demand.  While the Company believes that market 
conditions will continue to improve, it does not believe that prices will 
increase as quickly.  EMS and PCB fabrication customers are increasing their 
orders, but are reluctant to pay more for such services, primarily due to 
the industry's excess capacity and price competition.  Additionally, 
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.  In addition, 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 years 1995 and 1994 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, 1996, 1995 and 1994, the Company's EMS and PCB fabrication 
businesses had combined backlogs of $17,669,000, $9,247,000 and $6,902,000, 
respectively.  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.

     Backlog at June 30, 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.  The 
increase from fiscal year 1994 to fiscal 1995 reflected higher order demand 
from existing EMS customers and new outstanding orders from new EMS 
customers.

     Environmental Regulation 

     Federal, state and local provisions relating to the protection of the 
environment affect the Company's PCB fabrication operations.   In 1983, the 
United States and the State of California filed a legal action against the 
owners and operators of the Stringfellow hazardous waste disposal site 
located near Riverside, California, as well as against a number of 
generators and transporters of chemical substances who allegedly disposed of 
waste at the site (the "Primary Defendants").  The action seeks to cause the 
Primary Defendants to clean up the site, to reimburse government plaintiffs 
for remediation costs incurred by them and to recover compensation for 
alleged damage to natural resources.  The Primary Defendants have initiated 
a defense of the case.  The State of California also has been found liable 
for, among other things, its negligent selection, inspection, design, 
construction, operation and failure to remedy the site.  In 1988, the 
Primary Defendants filed third-party complaints against the Company's 
Anaheim, California-based Aeroscientific Corp. subsidiary ("Aero Anaheim") 
and about 185 other alleged responsible parties.  The U.S. Environmental 
Protection Agency ("EPA") has estimated that about 34 million gallons of 
waste were disposed of at the Stringfellow site and has estimated that Aero 
Anaheim may have been responsible for having generated about 9,300 gallons 
or 0.0273 percent of the total waste disposed.  The government plaintiffs, 
however, have been unable to estimate the value of their principal claims.  
EPA's cleanup estimates have ranged from $400 million to $1 billion, 
depending on which cleanup proposal is selected.  At the present time, the 
Company cannot determine how the allocation of responsibility in this case 
will ultimately be made or what share of responsibility might be imposed on 
state and local governments.  The EPA contends that site owners and 
operators and waste generators are jointly and severally liable under 
federal law.  In 1994, the Company was given the opportunity to participate 
in a de minimis settlement negotiated with the EPA and the Primary 
Defendants.  The Company's share of the settlement and administration costs 
would have been approximately $120,000.  The Company decided not to 
participate in the settlement at that time because of its limited cash 
resources.  However, the Company accrued this amount as its estimate of the 
liability it will ultimately bear in this matter.  The Company is currently 
exploring the feasibility of entering into a settlement with the Primary 
Defendants in which that same amount would be paid over several years.  No 
assurances can be given, however, that any such settlement will be achieved.

     The Company is aware of certain chemicals that exist in the ground at 
Aero Anaheim's previously leased facility in Anaheim.  The Company has 
notified the appropriate governmental agencies and is proceeding with 
remediation and investigative studies regarding soil and groundwater 
contamination.  The Company believes that it will be required to implement a 
continuing remedial program for the site.  The installation of water and 
soil extraction wells was completed in August 1994.  A plan for soil 
remediation was completed about the same time and was implemented beginning 
in 1995.  Investigative work to determine the full extent of potential 
groundwater pollution has not yet been completed.  The Company retained the 
services of an environmental engineering firm in May 1995 to begin the vapor 
extraction of pollutant from the soil and to perform exploratory hydro-punch  
testing to determine the full extent and cost of the cleanup of the 
potential groundwater contamination.  These processes are in their 
preliminary stages and 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 will 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, 1996, the Company has paid $420,000 as its share of the 
remediation costs (including cash placed in an escrow account for payment of 
expenses).  At June 30, 1996, the Company has a reserve of $608,000, 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 may differ significantly from the estimates, and may 
exceed the amount of the reserve.

     From time to time the Company is also involved in other waste disposal 
remediation efforts and proceedings associated with its other facilities.  
Based on information currently available to the Company, management does not 
believe that the costs of such efforts and proceedings will have a material 
adverse effect on the Company's business or financial condition.


     Employees  

     At June 30, 1996, the Company had approximately 480 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 $1,265,000 at June 30, 1996.  

Item 3.  Legal Proceedings

     As to other litigation matters that are not specifically described 
under the caption "General - Environmental Regulation" in Item 1 above, no 
material legal proceedings are presently pending to which the Company or any 
of its property is subject, other than ordinary routine litigation 
incidental to the Company's business. 

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

     At the 1995 Annual Meeting of Stockholders held on July 11, 1996, 
Richard K. Vitelle was elected a Class III director by the stockholders. 
Directors whose terms of office continued after the meeting were Erven P. 
Tallman, Gregory L. Horton, Melvin Foster, Bernee D.L. Strom and Robert G. 
Wilson. In addition to the election of a director, the stockholders approved 
the Company's 1996 Stock Incentive Plan, the 1996 Non-Employee Directors 
Stock Option Plan and a plan of warrant compensation for non-employee 
directors who had joined the Board of Directors on May 31, 1995 and had 
served since that date without other compensation from the Company. 
Following is a summary of the voting:
                                                Votes     Votes 
                                   Votes For   Against  Abstained  Unvoted
                                   --------    -------   -------   -------
Election of Richard K. Vitelle
 as Class III director            19,929,689   258,381       -          -

Approval of 1996 Stock
 Incentive Plan                   10,303,288   841,857    93,126   8,949,799

Approval of 1996 Non-Employee
 Directors Stock Option Plan      11,715,005   513,083   103,716   7,856,266

Approval of plan of warrant
 compensation for non-employee
 directors                        11,088,984   526,350   111,489   8,461,247


     At a Board of Directors meeting immediately following the 1995 Annual 
Meeting, Mr. Tallman resigned from the board, and Karen Beth Brenner was 
elected a director to fill Mr. Tallman's seat.


                                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 1996 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 1996 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 1996 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 1996 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 the Company's Registration Statement on Form S-3 (No. 333-02969) on file 
with the Securities and Exchange Commission. 

Item 8.  Financial Statements and Supplementary Data

     Reference is made to the financial statements and financial schedules 
included 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 1996 Annual Meeting:

  Melvin Foster        Principal and attorney, Melvin       70      1995
                       Foster & Associates, Boston,
                       Massachusetts

  Robert G. Wilson     Director, Brandevor Enterprises,     52      1995
                       Ltd. and Amusements International,
                       Ltd.

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

  Bernee D.L. Strom     President, USA Digital Radio;       49      1995
                        Director, Polaroid Corporation,
                        Software Publishing Corporation,
                        Quantum Development Corporation
                        and Krug International
 
  Gregory L. Horton     Chief Executive Officer,            40      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    Registered investment advisor,      43      1996
                        President, Fortuna Advisors, Inc., 
                        Director, Krug International

  Richard K. Vitelle    Vice President-Finance and          43      1996
                        Administration, Chief Financial
                        Officer, Treasurer and Secretary,
                        DDL Electronics, Inc.


     Mr. Foster was appointed to the Board subsequent to the May 31, 
1995 annual stockholders meeting.  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 to the Board and made an Interim Vice 
President subsequent to the May 31, 1995 annual stockholders meeting. 
Mr. Wilson is a member of the Audit committee and the Compensation 
Committee. He is also chief financial officer and a director of 
Brandevor Enterprises, Ltd., a Toronto Stock Exchange-listed company, 
and a director of Amusements International Ltd., an Alberta Stock 
Exchange-listed company.

     Ms. Strom was elected to the Board at the May 31, 1995 annual 
stockholders meeting.  Ms. Strom is a member of the Audit Committee and 
the Compensation Committee.  Ms. Strom is President of USA Digital 
Radio, a private limited partnership.  She also serves on the Board of 
Directors of Polaroid Corporation, a New York Stock Exchange-listed 
company, Software Publishing Corporation, a Nasdaq-traded company, Krug 
International, a Nasdaq-traded company, and is Chairman of the Board of 
Quantum Development Corporation, a privately-held company.
 
     Mr. Horton became the Company's President and Chief Executive 
Officer in January 1996, following the Company's acquisition of SMTEK, 
and was appointed to the Board on February 2, 1996.  He was a member of 
the Executive Committee until the Executive Committee was dissolved and 
was elected Chairman of the Board of Directors in July 1996.  Mr. Horton 
has served as the President and Chief Executive Officer of SMTEK since 
1986.

     Ms. Brenner was appointed to the Board in July 1996 and serves as a 
member of the Audit Committee and the 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 headed from 1985 to 1995.  She also serves on 
the Board of Directors of Krug International, a Nasdaq-traded company.

     Mr. Vitelle was appointed Vice President-Finance and 
Administration, Chief Financial Officer and Treasurer in January 1996, 
was appointed Secretary in May 1996 and was elected to the Board 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.

     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 SEC 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 fiscal  1996, 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 Mr. Vitelle filed a late Form 3 which 
reported that no securities were beneficially owned by him at the time he 
became an executive officer. 


Item 11. Executive Compensation

     SUMMARY COMPENSATION TABLE

     The following table sets forth the compensation paid or accrued by 
the Company to the Chief Executive Officer and all other executive 
officers of the Company (together with the Chief Executive Officer, the 
"named executive officers") attributable to their services for each of 
the fiscal years in the three-year period ended June 30, 1996:
                                                                 Long-Term  
       Name and                       Annual Compensation       Compensation
      Principal                   --------------------------      Awards: 
      Positions (1)        Year   Salary(2)  Bonus     Other      Options (#)
    --------------         ----   ------     -----     -----       -------
Gregory S. Horton          1996  $ 69,000   $   --       (3)       400,000
 Chief Executive Officer, 
 President and Chairman
 
Richard K. Vitelle         1996  $ 50,000   $   --       (3)       185,000
 Vice President-Finance
 and Administration, 
 Chief Financial Officer, 
 Treasurer and Secretary
 
John F. Coyne (4)          1996  $123,000   $  6,000  $ 61,000        --
 Former President and      1995   119,000     27,000    50,000     100,000
 Former Chief Operating    1994    78,000       --      67,000        --
 Officer

M. Charles Van Rossen (5)  1996  $ 45,000   $   --    $ 59,000        -- 
 Former Chief              1995    90,000   $   --        --          --   
 Financial Officer         1994    73,000   $   --       8,000      15,000

(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, Chief Financial Officer 
      and Treasurer on January 25, 1996.  Mr. Coyne became Managing 
      Director of DDL Europe, Ltd. effective June 28, 1995, and resigned 
      from all positions of employment with the Company and its 
      affiliates effective June 28, 1996.  Mr. Van Rossen resigned from 
      all positions with the Company effective November 30, 1995.
 
(2)   Amounts shown include compensation earned and received by each 
      named executive officer, as well as amounts earned but deferred at 
      the election of each such officer, in each case for such officer's 
      period of employment during fiscal 1996.  Amounts paid in British 
      Pounds Sterling have been translated into the Company's functional 
      currency using the average annual translation rate. 
 
(3)   Total perquisites did not exceed the lesser of $50,000 or 10% of 
      the executive's salary and bonus.

(4)   Amounts in the "Other Annual Compensation" column include 
      statutory pension amounts as required in Northern Ireland and 
      other non-cash benefits.

(5)   Amounts in the "Other Annual Compensation" column consist of 
      severance payments in 1996 and amounts credited to Mr. Van 
      Rossen's 401(k) account from a suspense account within the 
      Company's 401(k) plan in 1994.

     OPTION GRANTS IN FISCAL YEAR ENDED JUNE 30, 1996 

     The following table sets forth information concerning options granted to 
each of the named executive officers during fiscal 1996: 

<TABLE>
                                                              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    90,000       9.9%     $1.63    05/07/06    $ 92,000   $234,000
Gregory L. Horton   310,000(1)   34.2%     $1.75    06/07/06    $341,000   $865,000
Richard K. Vitelle   85,000(2)    9.4%     $1.63    05/07/06    $ 87,000   $221,000
Richard K. Vitelle  100,000(2)   11.0%     $1.75    06/07/06    $110,000   $279,000
Richard K. Vitelle   20,000(3)    2.2%     $1.50    01/25/01    $  8,000   $ 18,000

</TABLE>

(1)   These options were repriced on October 3, 1996.  See "Employment 
      Agreements and Executive Severance Arrangements" below.  The new 
      exercise price is $1.25, the new expiration date is October 3, 
      2006, and the potential realizable values are $244,000 (at 5%) and 
      $618,000 (at 10%).  

(2)   These options were repriced on September 12, 1996.  See 
      "Employment Agreements and Executive Severance Arrangements" 
      below.  The new exercise price is $1.25, the new expiration date 
      is September 12, 2006, and the potential realizable values for 
      these 185,000 options are $145,000 (at 5%) and $369,000 (at 10%).  

(3)   These shares underlie a warrant issued to Mr. Vitelle in lieu of 
      cash reimbursement for moving expenses.  On September 12, 1996, 
      Mr. Vitelle agreed to cancel and annul such warrant and the 
      Company agreed to reimburse him in cash for up to $25,000 in such 
      expenses.

     AGGREGATED OPTION EXERCISES IN FISCAL 1996 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, 1996:
                                                                Value of
                                             Number of         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       -          -         -   /400,000     $  -   /$111,000
Richard K. Vitelle      -          -         -   /205,000     $  -   /$ 67,000
John F. Coyne         50,000    $75,000    83,332/ 66,668     $25,000/$ 50,000
Charles Van Rossen    22,500    $23,000    17,500/  5,000     $14,000/$  4,000

(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, 1996 of $2.00 
      per share less the applicable option exercise price


     EMPLOYMENT AGREEMENTS AND EXECUTIVE SEVERANCE ARRANGEMENTS

     On January 12, 1996, Gregory L. Horton was appointed President and 
Chief Executive Officer of the Company and, on February 2, 1996, was 
appointed a director of the Company.  In connection therewith, he 
entered into an employment agreement dated October 16, 1995, which 
agreement would terminate in accordance with its terms on November 1, 
1999.  Under this agreement, the Company appointed Mr. Horton the 
President and Chief Executive Officer of the Company upon the Company's 
acquisition of SMTEK.  Mr. Horton's employment agreement also provides 
for a base salary of $150,000 from SMTEK's acquisition date through June 
30, 1996 and $150,000 for the fiscal year beginning July 1, 1996.  This 
base salary is to be reviewed annually by the Compensation Committee, 
but is not to be adjusted downward without Mr. Horton's consent.  Mr. 
Horton is also eligible to receive annual bonus compensation ranging up 
to 200% of his then-current base salary, although the Compensation 
Committee has taken no action to make an award of any size.  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 pay equal to 167% of his annual base salary if he is 
terminated without cause.
 
     Also in January 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.  His new 
employment agreement provides for a base annual salary of $125,000.  For 
the fiscal year commencing July 1, 1996, he also is entitled to be paid 
a cash bonus quarterly in arrears in an amount per annum equal to 30% of 
such base annual salary.  Pursuant to his new employment agreement, Mr. 
Vitelle was granted a stock option with a stated term of ten years 
covering 200,000 shares at $1.25 per share, which was the fair market 
value on the grant date.  Of such optioned shares, 50,000 became 
exercisable on September 12, 1996, and 50,000 will become exercisable on 
the next three anniversaries of such date, provided that Mr. Vitelle is 
employed by the Company on the particular vesting date.  As part of the 
renegotiation of Mr. Vitelle's employment agreement, the options that he 
held to purchase 185,000 additional shares were surrendered and annulled 
and replacement incentive stock options were issued.  The replacement 
options were identical to the surrendered options in all respects, 
except that the replacement options are exercisable at $1.25 per share.  
Such options become exercisable in three equal annual installments on 
January 25, 1997, 1998, and 1999, and their stated termination date is 
September 12, 2006.  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 twelve 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.  A "Change in Control of the Company" would 
include, among other things, any merger or consolidation of the Company 
with or into any person other than an Affiliate, any sale of all or 
substantially all the assets of the Company to any person other than an 
Affiliate or the acquisition by any person other than the Company or an 
Affiliate of 30% or more of the outstanding Common Stock.  (The term 
"Affiliate" includes any member of the 13D "group" identified in note 
(1) to the "Principal Stockholders" table included in Item 12 below.)  
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 twelve 
months, whereupon he will be entitled to twelve months' severance 
payments and benefits.

     In December 1994, the Company entered into severance agreements 
with each of M. Charles Van Rossen, then Chief Financial Officer for the 
Company, and John F. Coyne, then President and Chief Operating Officer 
of the Company.  Under these agreements, if a participant's employment 
were terminated other than for cause or voluntary resignation 
("Involuntary Termination"), then he would be entitled to severance pay 
in the form of monthly payments equal to his then-current monthly 
salary, less applicable withholdings, and welfare benefits from his 
termination date until the earlier of (i) the date on which he accepted 
other full-time employment or (ii) 180 days following the date of 
Involuntary Termination.  Each agreement also provided that, for up to 
one year after the occurrence of a "change in control" of the Company, 
each participant would be entitled to the severance provisions of the 
agreement upon voluntary resignation.  Such a change in control was 
triggered by events at the Company's May 31, 1995 annual stockholders 
meeting.  

     Mr. Van Rossen's employment by the Company was terminated on 
November 30, 1995.  He received severance benefits through June 30, 1996 
pursuant to his severance agreement.
 
     Mr. Coyne resigned from his offices and employment with the Company 
and its affiliates on May 31, 1996.  Upon resigning, he promised to 
assist the Company during a transitional period, not to exceed six 
months in duration, in consideration of receiving the same salary per 
annum and other benefits (excluding post-employment benefits) that he 
had been receiving as Managing Director of DDL Europe, Ltd.  The Company 
also agreed to make a pension fund contribution of 10,000 British Pounds 
Sterling on behalf of Mr. Coyne, to pay him 30,000 British Pounds 
Sterling as severance and to continue for and to vest in him certain 
fringe benefits, including transfer to him of title to his company car. 

     DIRECTOR COMPENSATION

     Directors who are also employees of the Company receive no 
additional compensation for serving on the Board.  Directors who are not 
also officers  previously received $750 per month, $1,000 for each 
meeting of the Board attended and $1,000 for attendance at each 
Committee meeting not scheduled in conjunction with a meeting of the 
Board.  These fees were terminated as to all directors after July 31, 
1995.  No such amounts have been paid to the Company's directors elected 
or appointed since the May 31, 1995 annual meeting of stockholders.

     On July 11, 1996, the Company's stockholders approved the 1996 Non-
Employee Directors Stock Option Plan (the "Directors Plan"), which 
provides for automatic yearly grants of non-qualified stock options to 
purchase 30,000 shares of Common Stock to each eligible director serving 
on the Board at the time of grant.  A director is generally eligible to 
receive grants under the Directors Plan if, at the grant date, he or she 
is a member of the Board but is not and has not since the beginning of 
the Company's most recently completed fiscal year been an employee of 
the Company or any of its affiliates.  Under the terms of the Directors 
Plan, each option granted becomes exercisable six months after the grant 
date.  Each option grant as a ten-year term and permits the holder to 
purchase shares at their fair market value on the grant date.  Option 
grants under the Directors Plan were made initially on July 15, 1996 to 
each of Mses. Brenner and Strom and Messrs. Foster and Wilson.  
Subsequent grants will be made on July 1 (or the first business day 
thereafter) of each year so long as the Directors Plan remains in effect 
and a sufficient number of shares are available for the granting of 
options thereunder.  The Directors Plan covers 900,000 shares of Common 
Stock, including the 120,000 shares optioned in July 1996.

     REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board administers the Company's 
executive compensation programs and reviews and approves salaries of all 
elected officers, including those of the named executive officers.  The 
Compensation Committee is also responsible for administering the 
Company's stock option plans (except for the non-discretionary 1993 
Non-Employee Directors Stock Option Plan) and for 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.  Additional consideration is to be 
made in the form of bonuses or stock options, the latter through 
potential increases in the price of the Company's stock.  The 
Compensation Committee reviews management 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, 
sustained performance and comparison to peers inside and outside the 
Company.

     Incentive Compensation Program.  The Company maintains an incentive 
compensation program for substantially all officers and executives 
designed to reward such individuals for their contributions to corporate 
and individual objectives.  In the past, this program has provided 
additional compensation based on performance and profits of those 
operations for which the various executives have responsibility.  For 
fiscal 1996, no amounts were paid to the Company's officers or 
executives under this program due to cash constraints.
 
     Stock Options.  The Compensation Committee administers the 
Company's 1993 Stock Incentive Plan and 1996 Stock Incentive Plan, 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 and 
level of responsibility.  To date, all options have been granted with an 
option exercise price equal to the fair market value of the Common Stock 
on the date of grant.  The tables above set forth information concerning 
options granted to named executives during fiscal 1996.
 
     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.
 
     Compensation of Chief Executive Officer.  On January 12, 1996, 
Gregory L. Horton was appointed President and Chief Executive Officer of 
the Company.  Mr. Horton's compensation package is designed to focus his 
efforts toward the objectives of (i) integrating the Company's existing 
operations with those of SMTEK, which was acquired in January 1996, (ii) 
strengthening the Company's existing European operations, (iii) making 
the Company profitable and competitive as a technologically advanced 
firm in its lines of business and (iv) developing and implementing a 
growth strategy for the Company through internal operations and 
acquisition alternatives.  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 under the Company's 1993 Stock 
Incentive Plan covering 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.  On 
October 3, 1996, these options were repriced to $1.25 per share, which 
was the fair market value of the stock on that date.  These options 
become exercisable in equal annual installments on the next three 
anniversaries of the grant date.  The number of shares underlying Mr. 
Horton's options may change pursuant to certain anti-dilution provisions 
of the option agreements.
 
     Compensation of Acting or Interim Executive Officers.  Since their 
appointment after the May 31, 1995 annual stockholders meeting and 
through the date of their resignations, none of the acting or interim 
executive officers of the Company received cash compensation other than 
reimbursement for out-of-pocket expenses incurred during the conduct of 
their duties.
 
             Submitted by the Compensation Committee:
                Karen Beth Brenner, Melvin Foster,
               Bernee D.L. Strom and Robert G. Wilson

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Mr. Wilson was appointed to the Compensation Committee in June 
1995.  Ms. Strom was appointed to the Compensation Committee in February 
1996.  Ms. Brenner and Mr. Foster were appointed to the Compensation 
Committee in July 1996.  There are no interlocks between the Company and 
other entities involving the Company's executive officer 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, 1991 through June 30, 1996, 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 Industry group 
of companies (the Company's peer group).  For each group, an initial 
investment of $100 is assumed on July 1, 1990.  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

06/30/91            100.00              	100.00      	100.00
06/30/92            114.17                103.24            150.00  
06/30/93            120.96                 77.93            225.00 
06/30/94            124.71                 79.02            112.50
06/30/95            156.74                136.29            162.50
06/30/96            194.53                153.78            200.00


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of October 24, 1996, 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
  ----------------               --------        ----------------
Karen Beth Brenner               107,400 (1)(2)            **
  P.O. Box 9109
  Newport Beach, CA 92658

Fortuna Advisors, Inc.         1,364,954 (1)(3)           5.9%
  P.O. Box 9109
  Newport Beach, CA 92658
 
Richard Fechtor                  457,050 (1)(4)           1.9%
  17 Emily Road
  Framington, MA 01701

Fortuna Investment
 Partners, L.P.                1,354,390 (1)(5)           5.9%
  100 Wilshire Blvd.,
  15th Floor
  Santa Monica, CA 90401
 
Fortuna Capital
 Management                      150,000 (1)(6)            **
  100 Wilshire Blvd.,
  15th Floor
  Santa Monica, CA 90401

Ronald J. Vannuki                  3,500 (1)(7)            **
  100 Wilshire Blvd.,
  15th Floor
  Santa Monica, CA 90401

Joseph Vannuki                    64,409 (1)(8)            **
  100 Wilshire Blvd., 
  15th Floor
  Santa Monica, CA 90401

Robert G. Wilson                 641,427 (1)(9)           2.8%
  1917 W. 4th Avenue
  Vancouver, British Columbia
  V6J 1M7 Canada


                                     Shares of Common Stock
Name and Address of                  ----------------------
  Beneficial Owner*               Number         Percent of Class
  ----------------               --------        ----------------

John F. Coyne                     83,332 (10)              **
  2 Dundanion Court
  Black Rock
  Cork, Ireland

M. Charles Van Rossen             17,500 (11)              **
  2110 SW Jefferson St. 
  Portland, OR 97201

Melvin Foster                    259,500 (12)             1.1%

Bernee D.L. Strom                 75,000 (13)              **

Gregory L. Horton              1,000,000 (14)             4.3%
 
Richard K. Vitelle                55,000 (15)              **
 
Directors and
  Executive Officers
  as a Group (6 persons)       2,128,327 (16)             9.1%
 
 
   *  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 certain information provided to the 
      Company in connection with the preparation of a second amendment 
      (the "Group 13D") to the Schedule 13D dated February 23, 1995, 
      previously amended April 1, 1995. The Company has been advised 
      that the Group 13D is expected to be filed with the Securities
      and Exchange Commission within the next two weeks.  The Group 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 Karen 
      Beth Brenner, Fortuna Advisors, Inc., Richard Fechtor, Fortuna 
      Investment Partners, L.P. ("Fortuna Partners"), Fortuna Capital 
      Management, Ronald J. Vannuki and Joseph Vannuki.  The members of 
      such group are said to own beneficially 4,068,130 shares of Common 
      Stock (17.4%) in the aggregate, of which 225,000 shares underlie 
      currently exercisable warrants and 88,284 represent shares 
      issuable upon the conversion of debentures.
 
(2)   Of the shares beneficially owned by Ms. Brenner, 75,000 shares 
      underlie currently exercisable warrants.  The Group 13D indicates 
      that this beneficial owner has sole voting and dispositive power 
      as to all 107,400 shares.


(3)   Of the shares beneficially owned by Fortuna Advisors, Inc., 46,495 
      represent shares issuable upon the conversion of debentures.  The 
      Group 13D indicates that this beneficial owner has no voting power 
      but shared dispositive power as to all 1,364,954 shares.
 
(4)   The Group 13D indicates that this beneficial owner has sole voting
      and dispositive power as to all 457,050 shares.  Fechtor Detwiler & 
      Co., Inc., an investment banking firm in which Mr. Fechtor is a 
      shareholder and principal, beneficially owns warrants to purchase 
      250,000 shares of the Company's stock.  Mr. Fechtor as an individual 
      does not have direct beneficial ownership or dispositive power over 
      these warrants, and accordingly the shares which underlie these 
      warrants are not included in Mr. Fechtor's total beneficial ownership 
      in this table.

(5)   Of the shares beneficially owned by Fortuna Partners, 39,530
      represent shares issuable upon the conversion of debentures. The 
      Group 13D indicates that Fortuna Partners has voting and dispositive 
      power as to all 1,354,390 shares which is shared with Fortuna Capital 
      Management, the general partner of Fortuna Partners.
 
(6)   The shares beneficially owned by Fortuna Capital Management 
      underlie exercisable warrants to purchase 150,000 shares. Fortuna 
      Capital Management, whose President and sole shareholder is Ronald 
      J. Vannuki, also has shared voting and dispositive over the 1,354,390 
      shares beneficially owned by Fortuna Partners.
 
(7)   The Group 13D indicates that this beneficial owner has sole voting 
      and dispositive power as to all 3,500 shares.

(8)   Of the shares beneficially owned by Joseph Vannuki, 2,259 
      represent shares issuable upon the conversion of debentures. The 
      Group 13D indicates that this beneficial owner has sole voting and 
      dispositive power as to all 64,409 shares.

(9)   Of the shares beneficially owned by Mr. Wilson, 75,000 shares 
      underlie currently exercisable warrants. Mr. Wilson's beneficial 
      ownership of 566,427 shares represents shares held in a brokerage 
      account over which Ronald J. Vannuki has dispositive power.  Such 
      shares are included in the total Group 13D beneficial ownership, 
      even though the Company has been advised that Mr. Wilson is not 
      deemed to be a member of the Group.  Mr. Wilson is also a partner 
      in the Fortuna Investment Partners L.P. investment fund, through 
      which he has an indirect interest in approximately 188,125 shares 
      of the Company.  Mr. Wilson does not have direct beneficial 
      ownership or dispositive power over these shares, and accordingly 
      these shares are not included in Mr. Wilson's total beneficial 
      ownership in this table.
 
(10)  The shares beneficially owned by Mr. Coyne underlie exercisable 
      options to purchase 83,332 shares.
 
(11)  The shares beneficially owned by Mr. Van Rossen underlie presently 
      exercisable options to purchase 17,500 shares.
 
(12)  Of the shares beneficially owned by Mr. Foster, 75,000 shares 
      underlie currently exercisable warrants.


(13)  Represents shares which underlie currently exercisable warrants.

(14)  Mr. Horton is the beneficial owner of 1,000,000 shares, with sole 
      voting and dispositive power as to all shares.  He received such 
      shares as consideration for his stock ownership in SMTEK, which 
      was acquired by the Company on January 12, 1996.
 
(15)  Of the shares beneficially owned by Mr. Vitelle, 50,000 shares 
      underlie currently exercisable options.
 
(16)  Such shares include presently exercisable options and warrants to 
      purchase 350,000 shares.


Item 13. Certain Relationships and Related Transactions

     On June 28, 1995, the Company entered into consulting agreements 
with Fechtor, Detwiler & Co., Inc. ("Fechtor Detwiler") and Fortuna 
Capital Management, Inc.  ("Fortuna Capital").  Richard Fechtor, 
principal with Fechtor Detwiler, and Ronald J. Vannuki, President of 
Fortuna Capital and a general partner of Fortuna Partners, are also 
principal stockholders of the Company and are members of the "group" 
identified in note (1) to the "Principal Stockholders" table included in 
Item 12 above.  In April 1996, as compensation for the consulting 
services provided pursuant these agreements and for consulting services 
provided by Karen Beth Brenner, another principal stockholder of the 
Company and a member of the aforementioned "group," such consulting 
services having been rendered in connection with the Company's 
acquisition of SMTEK, the Company issued warrants to Fechtor Detwiler, 
Fortuna Capital and Ms. Brenner to purchase 250,000, 150,000 and 50,000 
shares of Common Stock, respectively, at $2.25 per share. After June 30, 
1998, the exercise price of these warrants is to be $3.50 per share 
until the warrants expire on June 30, 2000.


                                PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
                                                         
                                                           1996 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, 1996
   and 1995                                                     13 
  Consolidated statements of operations for the
   years ended June 30, 1996, 1995 and 1994                     15 
  Consolidated statements of cash flows for the
   years ended June 30, 1996, 1995 and 1994                     16 
  Consolidated statements of stockholders'
   equity (deficit) for the years ended June 30,
   1996, 1995 and 1994                                          17 
  Notes to consolidated financial statements                    18 


(a)(2)  List of Financial Statement Schedules for the
         years ended June 30, 1996, 1995 and 1994:*
        
         VIII - Valuation and Qualifying
                Accounts and Reserves                           32 

         IX   - Short-Term Bank Borrowings                     N/A


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

         Exhibit Index                                  27 


(b) Reports on Form 8-K:

    The Company did not file any reports on Form 8-K during the quarter 
ended June 30, 1996.



*   Schedules other than those listed are omitted since they are
    not applicable, not required, or the information required to be
    set forth therein is included in the consolidated financial
    statements or in the notes thereto.



                                 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 
October 28, 1996.


                                          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,      October 28, 1996
-----------------------       President and Chairman      ------------------
   Gregory L. Horton          of the Board


/s/ Richard K. Vitelle       Vice President-Finance and    October 28, 1996
-----------------------       Administration, Chief       ------------------
   Richard K. Vitelle         Financial Officer, Treasurer,
                              Secretary and Director


/s/ Karen B. Brenner         Director                      October 28, 1996
-----------------------                                   ------------------
   Karen B. Brenner


/s/ Melvin Foster            Director                      October 28, 1996
-----------------------                                   ------------------
   Melvin Foster


/s/ Robert G. Wilson         Director                      October 28, 1996
-----------------------                                   ------------------
   Robert G. Wilson


                             Director                     
-----------------------                                   ------------------
   Bernee D. L. Strom



                               EXHIBIT INDEX


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

 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      Warrant Agreement for Series A Warrants by and between the
          Company and American Stock Transfer & Trust Company (the
          "Transfer Agent") dated as of November 11, 1992 (incorporated
          by reference to Exhibit 28.2 of the Company's Current Report
          on Form 8-K dated January 7, 1993).


 4.6.1    Second Amendment to the Warrant Agreement for Series A
          Warrants by and between the Company and the Transfer Agent
          dated as of July 31, 1995 (incorporated by reference to
          Exhibit 4-e 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 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).

 4.8      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).

 4.9      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).
         
 4.10     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).

 4.11     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).
         
 4.12     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).


 4.14.1   Form of 10% Senior Secured Notes due July 1, 1997 in the
          aggregate amount of $5,300,000 ("10% Senior Secured Notes")
          (incorporated by reference to Exhibit 10.1 filed with the
          Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996).  

 4.14.2   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).

 4.14.3   Form of Series F Warrant dated February 29, 1996 covering an
          aggregate 1,060,000 shares and expiring on July 1, 1997,
          exercisable in the event of default on the Company's 10%
          Senior Secured Notes (incorporated by reference to Exhibit 4.14.3
          filed with the Company's 1996 Annual Report on Form 10-K).

 4.14.4   Registration Rights Agreement dated as of February 29, 1996
          between the Company and Rickel & Associates, Inc. ("Rickel")
          (incorporated by reference to Exhibit 4-o of the Company's
          Registration Statement on Form S-3, Commission File No.
          333-02969).

 4.14.5   Registration Rights Agreement dated as of February 29, 1996
          among the Company and each of the Purchasers referred to
          therein (incorporated by reference to Exhibit 4-p of the
          Company's Registration Statement on Form S-3, Commission File
          No. 333-02969).

 4.14.6   Pledge Agreement dated as of February 29, 1996 among Rickel,
          First Union National Bank ("FUNB") and the Company
          (incorporated by reference to Exhibit 4-q of the Company's
          Registration Statement on Form S-3, Commission File No.
          333-02969).

 4.14.7   Collateral Agency Agreement dated as of February 29, 1996
          among Rickel, each Purchaser under the Securities Purchase
          Agreement, FUNB and the Company (incorporated by reference to
          Exhibit 4-r of the Company's Registration Statement on Form
          S-3, Commission File No. 333-02969).

 4.14.8   Engagement Letter dated as of January 30, 1996 between Rickel
          and the Company (incorporated by reference to Exhibit 4-s of
          the Company's Registration Statement on Form S-3, Commission
          File No. 333-02969).

 4.15     Form of Offshore Securities Subscription Agreement and Form of 
          Debenture dated as of February 28, 1996 covering the offer and 
          sale under Regulation S of $3,500,000 aggregate amount of the 
          Company's 10% Cumulative Convertible Debentures due February 
          28, 1997 (incorporated by reference to Exhibit 10.2 filed with 
          the Company's Quarterly Report on Form 10-Q for the quarter 
          ended March 31, 1996).

 4.16     Offshore Securities Subscription Agreement dated as of March 
          1, 1996 covering the offer and sale under Regulation S of 600,000 
          shares of the Company's Common Stock (incorporated by reference to 
          Exhibit 10.3 filed with the Company's Quarterly Report on Form 
          10-Q for the quarter ended March 31, 1996).

 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    Agreement for Purchase of Shares dated October 6, 1995 between
          DDL Electronics, Inc., as buyer, and the shareholders of SMTEK 
          (incorporated by reference to Exhibit 99.1 filed with the 
          Company's Current Report on Form 8-K dated January 12, 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
           1996 Annual Report on Form 10-K filed on October 11, 1996.