SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-K/A 
                                Amendment No. 2

(Mark One)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
                   For the fiscal year ended June 30, 1998 
                                     OR
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
     For the transition period from            to                  
                                    ___________   ___________

                          Commission File Number    1-8101
                                                  ___________
Exact Name of Registrant as
Specified in Its Charter:      SMTEK INTERNATIONAL, 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
                                            Thousand Oaks, CA 91320
                                           _________________________
Registrant's Telephone Number:              (805) 376-9415
                                             _________________________

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

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

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

Indicate by check mark whether the registrant:  (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.      Yes [X]  No [ ] 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [ ] 

The aggregate market value of the voting stock held by non-affiliates of the 
registrant based on the closing price as reported by the New York Stock 
Exchange on August 21, 1998 was $13,472,000.  The registrant had 34,088,128  
shares of Common Stock outstanding as of August 21, 1998.

     The Form 10-K filed on August 31, 1998, and as amended on September 14, 
1998, is hereby amended to add to Item 14, Exhibit 13 (the Annual Report to 
security holders) the Corporate Profile and President's Letter to 
Stockholders.


CORPORATE PROFILE

     SMTEK International, Inc. (NYSE:  SMK), formerly DDL Electronics, 
Inc., provides customized electronics 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.  

     In the area of EMS, SMTEK International's core business, the Company 
provides high-complexity, high-mix small to medium volume applications for 
customers that stress strong partnership affiliations.  The Company also 
is expanding its quick-turn EMS capabilities, to be known as SMTEK express 
Services, comprised of small, regional production centers located in 
proximity to large concentrations of OEMs whose requirements necessitate 
speed and rapid turnaround.

     Emphasizing exceptional levels of service and customer support, SMTEK 
International utilizes the most state-of-the-art manufacturing systems and 
processes available for EMS.  These leading-edge technologies include 
sophisticated enterprise resource planning software to enhance production 
efficiencies and the extensive use of robotics in manufacturing.  

     The Company's EMS operations are located in Southern California, 
Florida and Northern Ireland.  Its PCB facilities are located in Northern 
Ireland.  Headquartered in Thousand Oaks, California, SMTEK International 
employs approximately 530 people.

(Charts for last five years of Revenue, Operating Income (Loss) (excluding 
acquisition expenses), and Net Income (Loss) (excluding non-recurring items))


PRESIDENT'S LETTER TO STOCKHOLDERS

Dear Fellow Stockholders:

     In a year of transition, we recorded significant progress across a broad 
front, accomplishing the following:

*  Returned our Company to sustained profitability;

*  Completed the Jolt Technology, Inc. acquisition as a key first step in
   creating a nationwide network of quick-turn EMS suppliers;

*  Slashed debt and strengthened the balance sheet;

*  Continued to build the solid infrastructure and sophisticated capabilities
   needed for outstanding customer service and future expansion;

*  Established long-term partnership programs with growth-oriented OEMs;

*  Closed the year with record backlog of $36.2 million, up 27 percent from
   the year earlier level.

     These accomplishments relate directly to the ambitious goals we set for 
ourselves when this management team assumed responsibility for the Company's 
direction in January 1996, concurrent with the acquisition of SMTEK, Inc. We 
have made notable progress, but these are only the first steps in what we 
hope to achieve. Now we plan to accelerate our aggressive strategy for 
profitable growth, further develop our industry presence, expand 
profitability and build long-term shareholder value.

(Chart of Backlog for last five years)

A New Era Begins Under A New Name

     As we enter a new fiscal year with the Company poised for further gains, 
we mark an important new beginning by changing our name to SMTEK 
International, Inc. Our new name reflects our core competency in surface 
mount technology (SMT) and builds on the thirteen-year reputation for quality 
and engineering excellence achieved by the Company's SMTEK, Inc. subsidiary. 
We intend to develop a strong, positive image for SMTEK International and a 
unified identity for our operating subsidiaries. The Company's stock will 
continue to trade on the New York Stock Exchange and Pacific Exchange, now 
under the ticker symbol SMK.

Improvement In Financial Results Well Under Way

     We registered gratifying gains in the twelve months ended June 30, 1998.  
Net income for the year totaled $1,102,000, excluding non-recurring expenses 
of $609,000 related to the Jolt acquisition. After those one-time charges, 
net income totaled $493,000, equal to two cents per share, compared to a net 
loss of $868,000, or three cents per share, in the previous fiscal year. 
Results for both years have been restated to reflect the acquisition of Jolt 
Technology on June 30, 1998 which has been accounted for as a pooling-of-
interests.

     Revenues for the year rose to $53,265,000 from $51,640,000 a year ago.  
In evaluating revenues, it should be noted that relative to other EMS 
providers, our revenues contain a higher percentage of value-added services, 
which has greater potential for incremental profit improvement as we grow.  

     We have now registered six consecutive quarters of operating profits and 
posted net income in five of those six quarters, excluding the previously 
mentioned non-recurring acquisition expenses. This turnaround comes after 
eight straight years of operating losses aggregating $67 million incurred 
prior to 1997.

(Chart of EBITDA (excluding acquisition expenses) for last five years)

     Excluding acquisition expenses in 1998, earnings before interest, taxes, 
depreciation and amortization (EBITDA) climbed 28 percent to $5,176,000 from 
$4,052,000 in fiscal 1997, and operating profit more than doubled to 
$2,154,000 from $1,036,000 one year ago.  Gross margin was higher than the 
industry average. The Company's performance reflected the strength of our EMS 
operations, including Jolt's contribution.

Improving Balance Sheet Underpins Growth Initiatives

     SMTEK International's financial position has strengthened significantly, 
giving us greater flexibility to execute our ambitious growth plan. At year-
end, long-term debt amounted to $7,186,000, down $2,259,000, or a substantial 
24 percent, from $9,445,000 one year earlier, and a full 43 percent, or 
$5,374,000 less than $12,560,000 at the close of fiscal 1996.  Working 
capital increased by more than $1 million year-over-year.  Stockholders' 
equity grew 34 percent to $7,556,000 at the end of fiscal 1998 from 
$5,639,000 twelve months earlier.

(Charts of Gross Profit for last five years and Debt to Equity Ratio for last 
three years)

Quality, Service And State-of-the-Art Facilities Characterize SMTEK

     The Company's ongoing success will be based on providing total customer 
satisfaction which means superior value through price, quality, service and 
on-time delivery performance. Our state-of-the-art systems and technology are 
designed to provide our customers with a seamless level of service and 
support.

     We have built a solid, sophisticated infrastructure capable of 
supporting a much higher level of operations, and we will now focus on 
further improving utilization and profitability by driving revenue growth.

Jolt Technology Fuels Progress, Signals Future Direction  

     The acquisition of Jolt Technology will be a major plus for SMTEK 
International going forward and exemplifies our strategic growth 
opportunities. Based in Fort Lauderdale, Florida, Jolt is a well-established, 
well-regarded supplier of quick-turn high-end electronic assemblies for OEMs, 
principally using surface mount technology. For five consecutive years, Jolt 
has received the Service Excellence Award for Contract Electronic 
Manufacturers, sponsored by Circuits Assembly magazine and Technology 
Forecasters, Inc.

Growth Strategy Will Gain Momentum In the Coming Year

     We differentiate ourselves from other EMS providers by a clear strategic 
focus on the high-complexity, high-mix, small to medium lot segment of the 
business. Fueled by pervasive OEM outsourcing, SMTEK International is 
building key partnership engagements with growth-oriented customers such as 
our recently announced multi-year, multi-million dollar contract with Haas 
Automation, Inc. which we expect to ramp up to an annual run rate of more 
than $10 million.  

(Chart of Earnings (Loss) Per Share (excluding non-recurring items) for last 
five years)

     Our aggressive acquisition program focuses on creating a nationwide 
network of quick-turn EMS companies to be known as SMTEK Express Services, 
and as of this writing, we are actively working to complete a number of 
transactions in key markets.

     We expect to achieve synergies by putting the resources of a larger 
company behind these operations which typically need capital, purchasing 
power and computer resources to enhance their competitiveness and drive 
growth. 

     As Jolt's success demonstrates, this can be a great business, and we see 
tremendous opportunities in this niche. In a highly regionalized business 
where speed and service are essential, we are targeting geographic areas with 
a high concentration of OEMs, and plan to have several more SMTEK Express 
Service companies on line by the close of this fiscal year. Our goal is to 
differentiate our Company in the EMS industry through a strategy that 
involves establishing small, highly efficient centers, located in close 
proximity to customers, which provide phenomenal service and produce 
attractive margins.

A Key Goal:  Enhance Shareholder Value

     Ironically, as our Company's operating performance has shown dramatic 
improvement, our stock price has declined. This decline is consistent with 
the roughly 60 percent decline experienced during the past year by the 
overall EMS sector. As a stockholder, I find it unacceptable to allow the 
stock price to languish at such a low price.

(Chart of EBITDA Per Common Share (excluding acquisition expenses) for last 
five years)

     Armed with our improving results and great confidence in our strategy 
and outlook, we are launching a proactive, well-focused investment community 
outreach program targeted at generating new investor interest, stronger 
demand and broader support for SMTEK International's stock. To support this 
initiative, we are planning to restructure the stock through a reverse split 
in conjunction with the next acquisition, which will reduce the number of 
shares outstanding and increase the stock price. Importantly, the stock will 
again be marginable, and its marketability to potential institutional holders 
enhanced.

     The Company's listing on the New York Stock Exchange, the world's most 
prestigious financial market, is a cornerstone of these efforts. We have a 
longstanding relationship with the NYSE and anticipate a continued positive 
association with the Exchange.

The Outlook for Fiscal 1999 And Beyond Is Highly Positive

     With record backlog, important new partnership engagements, growing 
capabilities, acquisition prospects and a well-conceived strategy, we look 
forward to posting sustained growth in sales and earnings and to establishing 
SMTEK International as a top performer in its industry. While first quarter 
results will be somewhat soft due to an industry-wide downturn, we anticipate 
earnings momentum to gather as the year progresses.  Our demonstrated ability 
to improve our operating results and balance sheet and to meld key 
acquisitions into our established international infrastructure auger very 
well for SMTEK's long-term future.

/s/ Gregory L. Horton
Gregory L. Horton
Chairman, President and CEO

(Photo of Gregory L. Horton)







                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by 
the undersigned thereunto duly authorized.



      October 27, 1998                  /s/ Richard K. Vitelle 
---------------------------              -----------------------
         Date                            Richard K. Vitelle
                                         Vice President - Finance 
                                         (Principal Financial Officer)