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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period Ended March 31, 2001

Commission
File Number 333-70365

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DECRANE AIRCRAFT HOLDINGS, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

34-1645569(IRS Employer Identification No.)


2361 Rosecrans Avenue, Suite 180, El Segundo, CA 90245(Address, including zip code, of principal executive offices)

(310) 725-9123(Registrant's telephone number, including area code)

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Not Applicable(Former name, former address and former fiscal year, if changed since last report)

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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 / /

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The
number of shares of Registrant's Common Stock, $.01 par value, outstanding as of May 7, 2001 was 100 shares.

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Table of Contents

|                              |  |                                                                                           |  | Page
|----------------------------- |  | ----------------------------------------------------------------------------------------- |  | ----
|Part I  Financial Information
|Item 1.                       |  | Financial Statements (Unaudited)                                                          |  | 1   
|                              |  | Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000                    |  | 1   
|                              |  | Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000  |  | 2   
|                              |  | Consolidated Statements of Stockholder's Equity for the three months ended
March 31, 2001 |  | 3   
|                              |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000  |  | 4   
|                              |  | Condensed Notes to Consolidated Financial Statements                                      |  | 5   
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations     |  | 16  
|                              |  | Overview                                                                                  |  | 16  
|                              |  | Results of Operations                                                                     |  | 16  
|                              |  | Liquidity and Capital Resources                                                           |  | 20  
|Item 3.                       |  | Quantitative and Qualitative Disclosure About Market Risk                                 |  | 21  
|                              |  | Interest Rate Risk                                                                        |  | 21  
|                              |  | Foreign Currency Exchange Risk                                                            |  | 21  
|Part II  Other Information   
|Item 1.                       |  | Legal Proceedings                                                                         |  | 23  
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                          |  | 23  
|                              |  | Exhibits                                                                                  |  | 23  
|                              |  | Reports on Form 8-K                                                                       |  | 23  
|Signatures                    |  | 23                                                                                       

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES  Consolidated Balance Sheets  (In thousands, except share data)

|                                           |                                                                                                                                                                                              | March 31, 2001             |                                            | December 31,
2000 |        
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ----------------- | -------
|
|Assets                                     |                                                                                                                                                                                              |                            |                                            |                   |        
|Current assets                             |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           | Cash and cash equivalents                                                                                                                                                                    |                            | $                                          | 5,104             |        
|                                           | Accounts receivable, net                                                                                                                                                                     |                            |                                            | 69,484            |        
|                                           | Inventories                                                                                                                                                                                  |                            |                                            | 90,929            |        
|                                           | Deferred income taxes                                                                                                                                                                        |                            |                                            | 14,385            |        
|                                           | Prepaid expenses and other current assets                                                                                                                                                    |                            |                                            | 1,353             |        
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           |                                                                                                                                                                                              | Total current assets       |                                            |                   | 181,255
|Property and equipment, net                |                                                                                                                                                                                              |                            | 60,657                                     |                   |        
|Other assets, principally intangibles, net |                                                                                                                                                                                              |                            | 433,774                                    |                   |        
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           |                                                                                                                                                                                              |                            | Total assets                               |                   | $      
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|
|Current liabilities                        |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           | Current portion of long-term debt                                                                                                                                                            |                            | $                                          | 11,837            |        
|                                           | Accounts payable                                                                                                                                                                             |                            |                                            | 25,574            |        
|                                           | Accrued liabilities                                                                                                                                                                          |                            |                                            | 53,505            |        
|                                           | Income taxes payable                                                                                                                                                                         |                            |                                            | 4,260             |        
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           |                                                                                                                                                                                              | Total current liabilities  |                                            |                   | 95,176 
|Long-term debt                             |                                                                                                                                                                                              |                            | 395,442                                    |                   |        
|Deferred income taxes                      |                                                                                                                                                                                              |                            | 37,709                                     |                   |        
|Other long-term liabilities                |                                                                                                                                                                                              |                            | 2,762                                      |                   |        
|Commitments and contingencies (Note 8)     |                                                                                                                                                                                              |                            |                                            |                   |        
|Mandatorily redeemable preferred stock     |                                                                                                                                                                                              |                            | 24,378                                     |                   |        
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|Stockholder's equity                       |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           | Cumulative convertible preferred stock, $.01 par value, 8,314,018 shares authorized; none issued and outstanding as of March 31, 2001 and December 31, 2000                                  |                            |                                            |                  |        
|                                           | Undesignated preferred stock, $.01 par value, 9,300,000 shares authorized as of March 31, 2001 and December 31, 2000; none issued and outstanding as of March 31, 2001 and December 31, 2000 |                            |                                            |                  |        
|                                           | Common stock, $.01 par value, 35,000,000 shares authorized; 100 shares issued and outstanding as of March 31, 2001 and December 31, 2000                                                     |                            |                                            |                  |        
|                                           | Additional paid-in capital                                                                                                                                                                   |                            |                                            | 126,306           |        
|                                           | Notes receivable for shares sold                                                                                                                                                             |                            |                                            | (2,587            | )      
|                                           | Accumulated deficit                                                                                                                                                                          |                            |                                            | (849              | )      
|                                           | Accumulated other comprehensive loss                                                                                                                                                         |                            |                                            | (2,651            | )      
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           |                                                                                                                                                                                              | Total stockholder's equity |                                            |                   | 120,219
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        
|                                           |                                                                                                                                                                                              |                            | Total liabilities and stockholder's equity |                   | $      
|                                           |                                                                                                                                                                                              |                            |                                            |                   |        

The
accompanying notes are an integral part of the consolidated financial statements.

1

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DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES  Consolidated Statements of Operations    (In thousands)

|                                            |                                              | Three Months Ended March 31,
|------------------------------------------- | -------------------------------------------- | ----------------------------
|
|
|Revenues                                    |                                              | $                           
|Cost of sales                               |                                              |                             
|                                            |                                              |                             
|                                            |                                              | Gross profit                
|                                            |                                              |                             
|Operating expenses                          |                                              |                             
|                                            | Selling, general and administrative expenses |                             
|                                            | Amortization of intangible assets            |                             
|                                            |                                              |                             
|                                            |                                              | Total operating expenses    
|                                            |                                              |                             
|                                            |                                              | Income from operations      
|Other expenses                              |                                              |                             
|                                            | Interest expense                             |                             
|                                            | Other expenses, net                          |                             
|                                            |                                              |                             
|Income before provision for income taxes    |                                              |                             
|Provision for income taxes                  |                                              |                             
|                                            |                                              |                             
|Net income                                  |                                              |                             
|Accrued preferred stock dividends           |                                              |                             
|Preferred stock redemption value accretion  |                                              |                             
|                                            |                                              |                             
|Net income applicable to common stockholder |                                              | $                           
|                                            |                                              |                             

The
accompanying notes are an integral part of the consolidated financial statements.

2

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DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES  Consolidated Statements of Stockholder's Equity    (In thousands, except share data)

|                                           |                        | Common Stock |   |   |   | Notes
Receivable
For Shares
Sold |   |         |   |   |        |   |  
|------------------------------------------ | ---------------------- | ------------ | - | - | - | -------------------------------- | - | ------- | - | - | ------ | - | -
|
|
|Balance, December 31, 2000                 |                        | 100          |   | $ |  |                                  | $ | 127,315 |   | $ | (2,552 | ) | $
|Comprehensive income                       |                        |              |   |   |   |                                  |   |         |   |   |        |   |  
|                                           | Net income             |              |  |   |   |                                 |   |         |  |   |        |  |  
|                                           | Translation adjustment |              |  |   |   |                                 |   |         |  |   |        |  |  
|                                           |                        |              |   |   |   |                                  |   |         |   |   |        |   |  
|                                           |                        |              |   |   |   |                                  |   |         |   |   |        |   |  
|                                           |                        |              |   |   |   |                                  |   |         |   |   |        |   |  
|Accrued preferred stock dividends          |                        |             |   |   |  |                                  |   | (1,082  | ) |   |       |   |  
|Preferred stock redemption value accretion |                        |             |   |   |  |                                  |   | (117    | ) |   |       |   |  
|Compensatory stock option expense          |                        |             |   |   |  |                                  |   | 190     |   |   |       |   |  
|Notes receivable interest accrued          |                        |             |   |   |  |                                  |   |        |   |   | (35    | ) |  
|                                           |                        |              |   |   |   |                                  |   |         |   |   |        |   |  
|Balance, March 31, 2001 (Unaudited)        |                        | 100          |   | $ |  |                                  | $ | 126,306 |   | $ | (2,587 | ) | $
|                                           |                        |              |   |   |   |                                  |   |         |   |   |        |   |  

The
accompanying notes are an integral part of the consolidated financial statements.

3

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DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES  Consolidated Statements of Cash Flows    (In thousands)

|                                                 |                                                                                  | Three Months Ended
March 31,      |                              
|------------------------------------------------ | -------------------------------------------------------------------------------- | --------------------------------- | -----------------------------
|
|
|Cash flows from operating activities             |                                                                                  |                                   |                              
|                                                 | Net income                                                                       |                                   | $                            
|                                                 | Adjustments to reconcile net income to net cash provided by operating activities |                                   |                              
|                                                 |                                                                                  |                                   | Depreciation and amortization
|                                                 |                                                                                  |                                   | Deferred income taxes        
|                                                 |                                                                                  |                                   | Other, net                   
|                                                 | Changes in assets and liabilities, net of effect from acquisitions               |                                   |                              
|                                                 |                                                                                  | Accounts receivable               |                              
|                                                 |                                                                                  | Inventories                       |                              
|                                                 |                                                                                  | Prepaid expenses and other assets |                              
|                                                 |                                                                                  | Accounts payable                  |                              
|                                                 |                                                                                  | Accrued liabilities               |                              
|                                                 |                                                                                  | Income taxes payable              |                              
|                                                 |                                                                                  | Other long-term liabilities       |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|Cash flows from investing activities             |                                                                                  |                                   |                              
|                                                 | Cash paid for acquisitions                                                       |                                   |                              
|                                                 | Capital expenditures                                                             |                                   |                              
|                                                 | Other, net                                                                       |                                   |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|Cash flows from financing activities             |                                                                                  |                                   |                              
|                                                 | Net borrowings under senior credit facility                                      |                                   |                              
|                                                 | Principal payments on term debt, capitalized leases and other debt               |                                   |                              
|                                                 | Other, net                                                                       |                                   |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|                                                 |                                                                                  |                                   |                              
|Effect of foreign currency translation on cash   |                                                                                  |                                   | 71                           
|                                                 |                                                                                  |                                   |                              
|Net decrease in cash and cash equivalents        |                                                                                  |                                   | (3,095                       
|Cash and cash equivalents at beginning of period |                                                                                  |                                   | 8,199                        
|                                                 |                                                                                  |                                   |                              
|Cash and cash equivalents at end of period       |                                                                                  | $                                 | 5,104                        
|                                                 |                                                                                  |                                   |                              

The
accompanying notes are an integral part of the consolidated financial statements.

4

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DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES  Condensed Notes to Consolidated Financial Statements  (Unaudited)

Note 1. Consolidated Financial Statements

The consolidated interim financial statements included in this report are unaudited. The Company believes the interim financial statements are presented on a
basis consistent with the audited financial statements. The Company also believes that the interim financial statements contain all adjustments necessary for a fair statement of the results for such
interim periods. All of these adjustments are normal recurring adjustments. The results of operations for interim periods do not necessarily predict the operating results for the full year. The
consolidated balance sheet as of December 31, 2000 has been derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles
as permitted by interim reporting requirements. The information included in this report should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of
Operations and the audited financial statements and related notes included in the Company's 2000 Form 10-K. Some reclassifications have been made to prior periods' financial
statements to conform to the 2001 presentation.

Note 2. Unaudited Pro Forma Results of Operations for 2000 Acquisitions

Unaudited pro forma consolidated results of operations are presented in the table below for three months ended March 31, 2000. The pro forma results of
operations reflects the companies acquired during 2000, which are not reflected in the March 31, 2000 historical results, as if all of the acquisitions were consummated as of January 1,
2000. Historical results for 2001, which reflects the companies acquired during 2000, are presented for comparability. Amounts are in thousands.

Three Months Ended
March 31,2001
Historical

2000
Pro Forma(Unaudited)Revenues

$
99,151

$
91,482EBITDA, as defined (Note 10)


23,385


21,447Net income


2,472


1,264


The
pro forma results of operations do not purport to represent what actual results would have been if the transactions described above occurred on such dates or to project the
results of operations for any future period. The above information reflects adjustments for inventory, depreciation, amortization, general and administrative expenses and interest expense based on the
new cost basis and debt and capital structure of the Company following the acquisitions.

Note 3. Inventories

Inventories are comprised of the following as of March 31, 2001 and December 31, 2000 (amounts in thousands):

March 31,
2001

December 31,
2000(Unaudited)Raw materials

$
50,515

$
49,235Work-in process


32,310


26,749Finished goods


8,104


7,693Total inventories

$
90,929

$
83,677


5

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Inventoried
costs are not in excess of estimated realizable value and include direct engineering, production and tooling costs, and applicable manufacturing overhead. In accordance
with industry practice, inventoried costs include amounts relating to programs and contracts with long production cycles. Included above are program costs, principally engineering, of $9,581,000 at
March 31, 2001 and $8,603,000 at December 31, 2000 related to long-term contracts that will be recoverable based on future sales. Periodic assessments are performed to ensure
recoverability of program costs and adjustments are made, if necessary, to reduce inventoried costs to estimated realizable value. No adjustments were required in 2001 and 2000.

Note 4. Accrued Liabilities

Accrued liabilities are comprised of the following as of March 31, 2001 and December 31, 2000 (amounts in thousands):

March 31,
2001

December 31,
2000(Unaudited)Acquisition related contingent consideration

$
3,079

$
20,154Customer advances and deposits


20,344


19,974Salaries, wages, compensated absences and payroll related taxes


12,163


15,337Accrued interest


2,467


3,730Other accrued liabilities


15,452


17,169Total accrued liabilities

$
53,505

$
76,364


Note 5. Long-Term Debt

Long-term debt includes the following amounts as of March 31, 2001 and December 31, 2000 (amounts in thousands):

March 31,
2001

December 31,
2000(Unaudited)Senior credit facility$25 million working capital revolving line of credit

$
10,700

$
$25 million acquisition revolving line of credit


25,000


12,400Term loans


263,443


263,44312% senior subordinated notes


100,000


100,000Capital lease obligations and equipment term debt financing, secured by property and equipment


6,486


5,231Other indebtedness


1,650


2,205Total long-term debt


407,279


383,279Less current portion


(11,837
)

(9,289
)Long-term debt, less current portion

$
395,442

$
373,990


Note 6. Income Taxes

The provision for income taxes differs from the amount determined by applying the applicable U.S. statutory federal rate to income before income taxes
primarily due to the effects of state and foreign income taxes and non-deductible expenses, principally goodwill amortization. The difference in

6

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the effective tax rates between periods is mostly a result of the relationship of non-deductible expenses to income before income taxes.

Note 7. Capital Structure

Mandatorily Redeemable Preferred Stock

The table below summarizes the increase in mandatorily redeemable preferred stock during the three months ended March 31, 2001.

|                                                             |  | Number
of
Shares |  | Mandatory
Redemption
Value |        | Unamortized
Issuance
Discount |   | Net
Book
Value
|------------------------------------------------------------ |  | ---------------- |  | -------------------------- | ------ | ----------------------------- | - | --------------
|
|Balance, December 31, 2000                                   |  | 270,400          |  | $                          | 27,040 |                               | $ | (3,861        
|Accrued dividends and redemption value accretion             |  | 10,816           |  |                            | 1,082  |                               |   | 117           
|                                                             |  |                  |  |                            |        |                               |   |               
|Balance, March 31, 2001 (Unaudited)                          |  | 281,216          |  | $                          | 28,122 |                               | $ | (3,744        
|                                                             |  |                  |  |                            |        |                               |   |               
|Per share liquidation value as of March 31, 2001 (Unaudited) |  |                  |  | $                          | 100.00 |                               |   |               
|                                                             |  |                  |  |                            |        |                               |   |               

Holders
of the preferred stock are entitled to receive, when, as and if declared, dividends at a rate equal to 16% per annum. Prior to June 30, 2005, the Company may, at its
option, pay dividends either in cash or by the issuance of additional shares of preferred stock. For the three months ended March 31, 2001, the Company elected to issue 10,816 additional shares
in lieu of cash dividend payments. The accrued dividends and redemption value accretion were charged to additional paid-in capital.

Note 8. Commitments and Contingencies

Contingent Acquisition Consideration

The determinable amounts of the Company's remaining maximum contingent consideration payment obligations, as of March 31, 2001, are summarized below.
The contingent consideration is payable based upon the acquired companies level of attainment of their defined performance criteria in future periods and excludes amounts earned and recorded through
March 31, 2001 (Notes 2, 4 and 9). Provided the defined performance criteria is attained for the future years ending December 31st as indicated below, the Company's
determinable maximum contingent consideration payment obligation will be (amounts in thousands):

(Unaudited)For the year ending December 31,2001

$
1,4502002


1,3502003


750Total maximum determinable obligation

$
3,550


Contingent
consideration payable, if any, is payable during the first quarter of the following year.

7

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Funding of DeCrane Holdings Preferred Stock Obligations

The Company is a wholly owned subsidiary of DeCrane Holdings whose capital structure also includes mandatorily redeemable preferred stock. Since the Company is
DeCrane Holdings' only operating subsidiary and source of cash, the Company may be required to fund DeCrane Holdings' preferred stock dividend and redemption obligations in the future.

DeCrane
Holdings' preferred stock dividends are payable quarterly at a rate of 14% per annum. Prior to September 30, 2005, dividends are not paid in cash but instead accrete to
the liquidation value of the preferred stock, which, in turn, increases the redemption obligation. On or after September 30, 2005, preferred stock dividends are required to be paid in cash, if
declared. The DeCrane Holdings preferred stock has a total redemption value of $48,906,000 as of March 31, 2001, including accumulated dividends.

Note 9. Consolidated Statements of Cash Flows

The following information supplements the Company's consolidated statements of cash flows (amounts in thousands):

Three Months Ended
March 31,2001

2000(Unaudited)Components of cash paid for acquisitionsContingent consideration paid for previously completed acquisitions

$
17,075

$
27,900Additional acquisition related expenses


172


279Total cash paid for acquisitions

$
17,247

$
28,179


Note 10. Business Segment Information

The Company supplies products and services to the general aviation industry. The Company's subsidiaries are organized into three groups, each of which are
strategic businesses that are managed separately because each business develops, manufactures and sells distinct products and services. The groups and a description of their businesses are as follows:



Management
utilizes more than one measurement to evaluate group performance and allocate resources, however, EBITDA is considered to be the primary measurement of overall group
economic returns and cash flows. Management defines EBITDA as earnings before interest, income taxes, depreciation and amortization, restructuring and asset impairment charges, acquisition related
charges and other noncash and nonoperating charges. This is consistent with the manner in which the Company's lenders and ultimate investors measure its overall performance.

8

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The accounting policies of the groups are substantially the same as those described in the summary of significant accounting policies in Note 1 to the audited financial
statements. Some transactions are recorded at the Company's corporate headquarters and are not allocated to the groups, such as, most of the Company's cash and cash equivalents, debt and related net
interest expense, corporate headquarters costs and income taxes.

|                                |                            | Three Months Ended
March 31, |  
|------------------------------- | -------------------------- | ---------------------------- | -
|
|
|Revenues                        |                            |                              |  
|                                | Cabin Management           |                              | $
|                                | Specialty Avionics         |                              |  
|                                | Systems Integration        |                              |  
|                                | Inter-group elimination(1) |                              |  
|                                |                            |                              |  
|                                |                            | Consolidated totals          |  
|                                |                            |                              |  
|EBITDA(2)                       |                            |                              |  
|                                | Cabin Management           |                              | $
|                                | Specialty Avionics         |                              |  
|                                | Systems Integration        |                              |  
|                                | Corporate(3)               |                              |  
|                                | Inter-group elimination(4) |                              |  
|                                |                            |                              |  
|                                |                            | Consolidated totals          |  
|                                |                            |                              |  
|Total assets (as of period end) |                            |                              |  
|                                | Cabin Management           |                              | $
|                                | Specialty Avionics         |                              |  
|                                | Systems Integration        |                              |  
|                                | Corporate(5)               |                              |  
|                                | Inter-group elimination(6) |                              |  
|                                |                            |                              |  
|                                |                            | Consolidated totals          |  
|                                |                            |                              |  

---

9

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Three Months Ended
March 31,2001

2000(Unaudited)Consolidated EBITDA

$
23,385

$
17,182Depreciation and amortization(a)


(7,695
)

(6,200
)Acquisition related charges not capitalized


(81
)

(4
)Other noncash charges


(190
)

(85
)Consolidated income from operations


15,419


10,893Interest expense


(10,455
)

(8,676
)Other expenses, net


(105
)

(64
)Consolidated income before income taxes

$
4,859

$
2,153


(a)   Reflects depreciation and amortization of long-lived assets, goodwill and other intangible assets. Excludes amortization of deferred financing costs, which are classified as a component of interest
expense, of $553,000 and $603,000 for the three months ended March 31, 2001 and 2000, respectively.


Note 11. Supplemental Condensed Consolidating Financial Information

In conjunction with the senior credit facility and 12% senior subordinated notes described in Note 5, the following condensed consolidating financial
information is presented segregating the Company, as the issuer, and guarantor and non-guarantor subsidiaries. The accompanying financial information in the guarantor subsidiaries column
reflects the financial position, results of operations and cash flows for those subsidiaries guaranteeing the senior credit facility and the notes.

The
guarantor subsidiaries are wholly-owned subsidiaries of the Company and their guarantees are full and unconditional on a joint and several basis. There are no restrictions on the
ability of the guarantor subsidiaries to transfer funds to the issuer in the form of cash dividends, loans or advances. Separate financial statements of the guarantor subsidiaries are not presented
because management believes that such financial statements would not be material to investors. Investments in subsidiaries in the following condensed consolidating financial information are accounted
for under the equity method of accounting. Consolidating adjustments include the following:



10

---



Balance Sheets

|                                                                             |                                      | March 31, 2001 (Unaudited) |                                                                                   
|---------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | ----------------------------------------------------------------------------------
|
|
|Assets                                                                       |                                      |                            |                                                                                   
|Current assets                                                               |                                      |                            |                                                                                   
|                                                                             | Cash and cash equivalents            |                            | $                                                                                 
|                                                                             | Accounts receivable, net             |                            |                                                                                   
|                                                                             | Inventories                          |                            |                                                                                   
|                                                                             | Other current assets                 |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total current assets       |                                                                                   
|Property and equipment, net                                                  |                                      |                            | 4,257                                                                             
|Other assets, principally intangibles, net                                   |                                      |                            | 16,151                                                                            
|Investments in subsidiaries                                                  |                                      |                            | 401,192                                                                           
|Intercompany receivables                                                     |                                      |                            | 237,589                                                                           
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total assets               |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|Liabilities, Mandatorily Redeemable Preferred Stock and Stockholder's Equity |                                      |                            |                                                                                   
|Current liabilities                                                          |                                      |                            |                                                                                   
|                                                                             | Short-term borrowings                |                            | $                                                                                 
|                                                                             | Other current liabilities            |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total current liabilities  |                                                                                   
|Long-term debt                                                               |                                      |                            | 389,346                                                                           
|Intercompany payables                                                        |                                      |                            | 75,999                                                                            
|Other long-term liabilities                                                  |                                      |                            | 37,800                                                                            
|Mandatorily redeemable preferred stock                                       |                                      |                            | 24,378                                                                            
|                                                                             |                                      |                            |                                                                                   
|Stockholder's equity                                                         |                                      |                            |                                                                                   
|                                                                             | Paid-in capital                      |                            |                                                                                   
|                                                                             | Retained earnings (deficit)          |                            |                                                                                   
|                                                                             | Accumulated other comprehensive loss |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total stockholder's equity |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      |                            | Total liabilities, mandatorily redeemable preferred stock and stockholder's equity
|                                                                             |                                      |                            |                                                                                   

11

---

|                                                                             |                                      | December 31, 2000          |                                                                                   
|---------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | ----------------------------------------------------------------------------------
|
|
|Assets                                                                       |                                      |                            |                                                                                   
|Cash and cash equivalents                                                    |                                      | $                          | 7,553                                                                             
|                                                                             | Accounts receivable, net             |                            |                                                                                   
|                                                                             | Inventories                          |                            |                                                                                   
|                                                                             | Other current assets                 |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total current assets       |                                                                                   
|Property and equipment, net                                                  |                                      |                            | 4,423                                                                             
|Other assets, principally intangibles, net                                   |                                      |                            | 16,514                                                                            
|Investments in subsidiaries                                                  |                                      |                            | 394,794                                                                           
|Intercompany receivables                                                     |                                      |                            | 251,725                                                                           
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total assets               |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|Liabilities, Mandatorily Redeemable Preferred Stock and Stockholder's Equity |                                      |                            |                                                                                   
|Current liabilities                                                          |                                      |                            |                                                                                   
|                                                                             | Short-term borrowings                |                            | $                                                                                 
|                                                                             | Other current liabilities            |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total current liabilities  |                                                                                   
|Long-term debt                                                               |                                      |                            | 368,837                                                                           
|Intercompany payables                                                        |                                      |                            | 92,991                                                                            
|Other long-term liabilities                                                  |                                      |                            | 36,742                                                                            
|Mandatorily redeemable preferred stock                                       |                                      |                            | 23,179                                                                            
|                                                                             |                                      |                            |                                                                                   
|Stockholder's equity                                                         |                                      |                            |                                                                                   
|                                                                             | Paid-in capital                      |                            |                                                                                   
|                                                                             | Retained earnings (deficit)          |                            |                                                                                   
|                                                                             | Accumulated other comprehensive loss |                            |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      | Total stockholder's equity |                                                                                   
|                                                                             |                                      |                            |                                                                                   
|                                                                             |                                      |                            | Total liabilities, mandatorily redeemable preferred stock and stockholder's equity
|                                                                             |                                      |                            |                                                                                   

12

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Statements of Operations

|                                             |              | Three Months Ended March 31, 2001 (Unaudited)
|-------------------------------------------- | ------------ | ---------------------------------------------
|
|
|Revenues                                     |              | $                                            
|Cost of sales                                |              |                                              
|                                             |              |                                              
|                                             | Gross profit |                                              
|Selling, general and administrative expenses |              |                                              
|Amortization of intangible assets            |              |                                              
|Interest expense                             |              |                                              
|Intercompany charges                         |              |                                              
|Equity in earnings of subsidiaries           |              |                                              
|Other expenses (income), net                 |              |                                              
|Provision for income taxes (benefit)         |              |                                              
|                                             |              |                                              
|                                             | Net income   |                                              
|                                             |              |                                              

|                                             |              | Three Months Ended March 31, 2000 (Unaudited)
|-------------------------------------------- | ------------ | ---------------------------------------------
|
|
|Revenues                                     |              | $                                            
|Cost of sales                                |              |                                              
|                                             |              |                                              
|                                             | Gross profit |                                              
|Selling, general and administrative expenses |              |                                              
|Amortization of intangible assets            |              |                                              
|Interest expense (income)                    |              |                                              
|Intercompany charges                         |              |                                              
|Equity in earnings of subsidiaries           |              |                                              
|Other expenses (income), net                 |              |                                              
|Provision for income taxes (benefit)         |              |                                              
|                                             |              |                                              
|                                             | Net income   |                                              
|                                             |              |                                              

13

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Statements of Cash Flows

|                                                                   |                                                      | Three Months Ended March 31, 2001 (Unaudited) |        
|------------------------------------------------------------------ | ---------------------------------------------------- | --------------------------------------------- | -------
|
|
|Cash flows from operating activities                               |                                                      |                                               |        
|Net income                                                         |                                                      | $                                             | 2,472  
|Noncash adjustments                                                |                                                      |                                               |        
|                                                                   | Equity in earnings of subsidiaries                   |                                               |        
|                                                                   | Other noncash adjustments                            |                                               |        
|Changes in working capital                                         |                                                      |                                               | (7,077 
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash provided by (used for) operating activities |                                               |        
|                                                                   |                                                      |                                               |        
|Cash flows from investing activities                               |                                                      |                                               |        
|Cash paid for acquisitions, net of cash acquired                   |                                                      |                                               | (17,247
|Capital expenditures and other                                     |                                                      |                                               | (51    
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash used for investing activities               |                                               |        
|                                                                   |                                                      |                                               |        
|Cash flows from financing activities                               |                                                      |                                               |        
|Net senior credit facility borrowings                              |                                                      |                                               | 23,300 
|Principal payments on term debt, capitalized leases and other debt |                                                      |                                               | (98    
|Other, net                                                         |                                                      |                                               |       
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash provided by (used for) financing activities |                                               |        
|                                                                   |                                                      |                                               |        
|Effect of foreign currency translation on cash                     |                                                      |                                               |       
|                                                                   |                                                      |                                               |        
|Net increase (decrease) in cash and equivalents                    |                                                      |                                               | (2,790 
|Cash and equivalents at beginning of period                        |                                                      |                                               | 7,553  
|                                                                   |                                                      |                                               |        
|Cash and equivalents at end of period                              |                                                      | $                                             | 4,763  
|                                                                   |                                                      |                                               |        

14

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|                                                                   |                                                      | Three Months Ended March 31, 2000 (Unaudited) |        
|------------------------------------------------------------------ | ---------------------------------------------------- | --------------------------------------------- | -------
|
|
|Cash flows from operating activities                               |                                                      |                                               |        
|Net income                                                         |                                                      | $                                             | 755    
|Noncash adjustments                                                |                                                      |                                               |        
|                                                                   | Equity in earnings of subsidiaries                   |                                               |        
|                                                                   | Other noncash adjustments                            |                                               |        
|Changes in working capital                                         |                                                      |                                               | (539   
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash provided by (used for) operating activities |                                               |        
|                                                                   |                                                      |                                               |        
|Cash flows from investing activities                               |                                                      |                                               |        
|Cash paid for acquisitions                                         |                                                      |                                               | (28,179
|Capital expenditures and other                                     |                                                      |                                               | (238   
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash used for investing activities               |                                               |        
|                                                                   |                                                      |                                               |        
|Cash flows from financing activities                               |                                                      |                                               |        
|Net senior credit facility borrowings                              |                                                      |                                               | 26,100 
|Principal payments on term debt, capitalized leases and other debt |                                                      |                                               | (1,032 
|Other, net                                                         |                                                      |                                               |       
|                                                                   |                                                      |                                               |        
|                                                                   | Net cash provided by (used for) financing activities |                                               |        
|                                                                   |                                                      |                                               |        
|Effect of foreign currency translation on cash                     |                                                      |                                               |       
|                                                                   |                                                      |                                               |        
|Net increase (decrease) in cash and equivalents                    |                                                      |                                               | (6,849 
|Cash and equivalents at beginning of period                        |                                                      |                                               | 7,839  
|                                                                   |                                                      |                                               |        
|Cash and equivalents at end of period                              |                                                      | $                                             | 990    
|                                                                   |                                                      |                                               |        

15

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussions should be read in conjunction with our financial statements and accompanying notes included in this report.

Overview

Our financial position and results of operations have been affected by our history of acquisitions. As a result, our historical financial statements do not
reflect the financial position and results of operations of our current businesses. Our most recent acquisitions, which affect the comparability of the historical financial condition and results of
operations described herein, consist of our Cabin Management Group's acquisitions of Carl F. Booth & Co. on May 11, 2000 and ERDA on June 30, 2000.

Our
historical financial statements reflect the financial position and results of operations of the acquired businesses subsequent to their respective acquisition dates.

Results of Operations

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Revenues.Revenues increased $20.0 million, or 25.2%, to $99.2 million for the three months ended
March 31, 2001 from $79.2 million for the three months ended March 31, 2000. The increase primarily results from the inclusion of revenues in 2001 from companies we acquired
during 2000. By segment, revenues changed as follows:

Increase (Decrease)
From 2000Amount

Percent(in millions)Cabin Management

$
15.1

41.8
%Specialty Avionics


4.6

17.0Systems Integration


0.1

0.8Inter-group elimination


0.2Total

$
20.0


Cabin Management.Revenues increased by $15.1 million, or 41.8% over the prior year, due to:



Specialty Avionics.Revenues increased by $4.6 million, or 17.0% from the prior year, due to:



Systems Integration.Revenues increased by $0.1 million, or 0.8% over the prior year, due to:



16

---



Gross profit.Gross profit increased $8.9 million, or 34.0%, to $35.0 million for the three months ended
March 31, 2001. The increase primarily results from the inclusion of gross profit in 2001 from companies we acquired in 2000. Gross profit as a percent of revenues increased to 35.3% for the
three months ended March 31, 2001 from 33.1% for the same period last year primarily as a result of improved profit margins in our Specialty Avionics and Systems Integration groups. By segment,
gross profit changed as follows:

Increase (Decrease)
From 2000Amount

Percent(in millions)Cabin Management

$
5.1

39.4
%Specialty Avionics


2.3

27.3Systems Integration


1.3

24.6Inter-group elimination


0.2Total

$
8.9


Cabin Management.Gross profit increased by $5.1 million, or 39.4% over the prior year due to:



Specialty Avionics.Gross profit increased by $2.3 million, or 27.3% from the prior year, due to:



Systems Integration.Gross profit increased by $1.3 million, or 24.6% over the prior year, due to:



Selling, general and administrative expenses.Selling, general and administrative expenses increased
$3.6 million, or 33.1%, to $14.7 million for the three months ended March 31, 2001, from $11.0 million for
the same period last year. The increase primarily results from the inclusion of $2.1 million of SG&A expenses in 2001 from companies we acquired in 2000. SG&A expenses as a

17

---

percent of revenues increased to 14.8% for the three months ended March 31, 2001 compared to 13.9% for the same period last year. By segment, SG&A expenses changed as follows:

Increase (Decrease)
From 2000Amount

Percent(in millions)Cabin Management

$
2.1

57.2
%Specialty Avionics


0.5

18.1Systems Integration


0.5

21.5Corporate


0.5

24.3Total

3.6


Cabin Management.SG&A expenses increased by $2.1 million, or 57.2% over the prior year, due to the inclusion of
companies acquired during 2000.

Specialty Avionics.SG&A expenses increased by $0.5 million, or 18.1% from the prior year, due to higher labor
and employee benefit costs.

Systems Integration.SG&A expenses increased by $0.5 million, or 21.5% over the prior year, due to:



Corporate.SG&A expenses increased by $0.5 million, or 24.3% over the prior year due to:



Depreciation and amortization of intangibles.Depreciation and amortization expense, which includes amortization of
goodwill and identifiable intangible assets, increased $1.5 million, or 24.1%, for the three months ended March 31, 2001. The increase results from the inclusion of $1.1 million
of depreciation and amortization expense in 2001 from companies we acquired during 2000 and additional depreciation reflecting our capital expenditures during the period.

EBITDA and Operating income.EBITDA increased $6.2 million to $23.4 million, or 35.9%, for the three
months ended March 31, 2001, from $17.2 million for the same period last year. The increase results, in part, from the contribution to year 2001 results from companies we acquired during
2000. EBITDA as a percent of revenues increased to 23.6% for the three months ended March 31, 2001, from 21.7% for the same period last year. Operating income increased $4.5 million to
$15.4 million, or

18

---

41.2%, for the three months ended March 31, 2001, from $10.9 million for the same period last year. By segment, EBITDA changed as follows:

Increase (Decrease)
From 2000Amount

Percent(in millions)EBITDACabin Management

$
3.8

40.4
%Specialty Avionics


1.7

27.3Systems Integration


0.7

19.0Corporate


(0.1
)
(7.4
)Inter-group elimination


0.1Total EBITDA


6.2Depreciation and amortization


(1.5
)Other noncash and acquisition related charges


(0.2
)Total operating income

$
4.5


Cabin Management.EBITDA increased by $3.8 million, or 40.4% over the prior year, due to our 2000 acquisitions
and increased volume to support higher production levels of corporate jets.

Specialty Avionics.EBITDA increased by $1.7 million, or 27.3% from the prior year, due to higher demand for our
commercial aircraft products.

Systems Integration.EBITDA increased by $0.7 million, or 19.0% from the prior year, due to:



Corporate.EBITDA decreased by $0.1 million, or 7.4% from the prior year, due to higher labor and sales and
marketing costs.

Interest expense.Interest expense increased $1.8 million to $10.5 million for the three months ended
March 31, 2000, from $8.7 million for the same period last year, due to:



Provision for income taxes.The provision for income taxes differs from the amount determined by applying the
applicable U.S. statutory federal rate to the income before income taxes primarily due to the effects of state and foreign income taxes and non-deductible expenses, principally goodwill
amortization. The difference in the effective tax rates between periods is mostly a result of the relationship of non-deductible expenses to income before income taxes.

Net income.Net income increased $1.7 million to $2.5 million for the three months ended March 31,
2001 compared to $0.8 million for the same period in 2000.

19

---



Net income applicable to common stockholder.Net income applicable to DeCrane Holdings, our common stockholder,
increased $0.5 million to $1.3 million for the three months ended March 31, 2001 compared to $0.8 million for the same period in 2000. The net increase is attributable to:



Bookings.Bookings increased $37.1 million, or 51.1%, to $109.7 million for the three months ended
March 31, 2001 compared to $72.6 million for the same period in 2000. The increase in bookings for 2001 results from:



Backlog at end of period.Backlog increased $10.0 million to $188.3 million as of March 31,
2001compared to $178.3 million as of December 31, 2000. The increase in backlog for 2001 primarily relates to our Cabin Management group.

Liquidity and Capital Resources

We have required cash primarily to fund acquisitions and, to a lesser extent, to fund capital expenditures and for working capital. Our principal sources of
liquidity have been cash flow from operations, third party borrowings, capital contributions from DeCrane Holdings and the issuance of preferred stock.

Cash
used by operating activities was $5.6 million for the three months ended March 31, 2001, which is the net of $11.8 million of cash provided by operations
after adding back depreciation, amortization and other noncash items, $17.6 million used for working capital offset by $0.2 million resulting from a increase in other liabilities. The
following factors contributed to the $17.6 million working capital increase:



Cash
used for investing activities was $19.8 million for the three months ended March 31, 2001, and consisted of:



We
anticipate spending approximately $15.0 million for capital expenditures in 2001.

Cash
provided by financing activities was $22.2 million for the three months ended March 31, 2001 and was primarily used to fund the payment of contingent acquisition
consideration. We obtained these

20

---

funds by borrowing $23.3 million under our senior credit facility. We used $1.1 million to make principal payments on our senior term debt, capitalized leases and other debt.

At
March 31, 2001, senior credit facility borrowings totaling $299.1 million are at variable interest rates based on defined margins over the current prime or Eurodollar
rates. At March 31, 2001 we had $86.1 million of working capital and had $14.3 million of borrowings available under our working capital credit facility and no funds available
under our acquisition credit facility. Although we cannot be certain, we believe that operating cash flow, together with borrowings under our bank credit facility, will be sufficient to meet our
future short- and long-term operating expenses, working capital requirements, capital expenditures and debt service obligations for the next twelve months. However, our ability to pay
principal or interest, to refinance our debt and to satisfy our other debt obligations will depend on our future operating performance. We will be affected by economic, financial, competitive,
legislative, regulatory, business and other factors beyond our control. In addition, we are continually considering acquisitions that complement or expand our existing businesses or that may enable us
to expand into new markets. Future acquisitions may require additional debt, equity financing or both. We may not be able to obtain any additional financing on acceptable terms.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rates and changes in foreign currency exchange rates. Market risk is the potential loss arising from
adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. From time to time we use derivative financial instruments to manage and reduce risks associated
with these factors. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk.A significant portion of our capital structure is comprised of long-term variable- and
fixed-rate debt.

Market
risk related to our variable-rate debt is estimated as the potential decrease in pre-tax earnings resulting from an increase in interest rates. The
interest rates applicable to variable-rate debt are, at our option, based on defined margins over the current prime or Eurodollar rates. At March 31, 2001, the current prime rate
was 8.00% and the current Eurodollar rate was 5.28%. Based on $299.1 million of variable-rate debt outstanding as of March 31, 2001, a hypothetical one percent rise in
interest rates, to 9.00% for prime rate borrowings and 6.28% for Eurodollar borrowings, would reduce our pre-tax earnings by $3.0 million annually. We have, during periods prior to
1998, purchased interest rate cap contracts to limit our exposure related to rising interest rates on our variable-rate debt. While we have not entered into similar contracts during the
last three years, we may do so in the future depending on our assessment of future interest rate trends.

The
estimated fair value of our $100.0 million fixed-rate long-term debt is approximately $93.0 million at March 31, 2001. Market risk
related to our fixed-rate debt is deemed to be the potential increase in fair
value resulting from a decrease in interest rates. For example, a hypothetical ten percent decrease in the interest rates, from 12.0% to 10.8%, would increase the fair value of our
fixed-rate debt by approximately $7.0 million.

Foreign Currency Exchange Rate Risk.Our foreign customers are located in various parts of the world, primarily Western
Europe, the Far East and Canada, and one of our subsidiaries operates in Western Europe and one has a manufacturing facility in Mexico. To limit our foreign currency exchange rate risk related to
sales to our customers, orders are primarily valued and sold in U.S. dollars. From time to time we have entered into forward foreign exchange contracts to limit our exposure related to foreign
inventory procurement and operating costs. However, while we have not entered into any such contracts since 1998 and no such contracts are open as of March 31, 2001, we may do so in the future
depending on our assessment of future foreign exchange rate trends.

21

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Special Note Regarding Forward-Looking Statements

All statements other than statements of historical facts included in this report are considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which are difficult to predict. We are vulnerable to
a variety of factors that affect many businesses, such as:



Changes
in such factors could cause our actual results to differ materially from those contemplated in such forward-looking statements. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We undertake no obligation to release publicly any revisions to
these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should not rely on our forward-looking statements as
if they were certainties.

Incorporation of Documents by Reference

We have filed with the Securities and Exchange Commission, and are including within this report by referring to it here, our Form 10-K for
the year ended December 31, 2000. The Form 10-K includes our audited financial statements, which we refer to in this report.

You
may read and copy any reports, statements or other information we file at the SEC's reference room in Washington D.C. Please call the SEC at (202) 942-8090 for
further information on the operation of the reference rooms. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC, or review our SEC filings on the
SEC's EDGAR web site, which can be found at http:\\www.sec.gov. You may also write or call us at our corporate office located at 2361 Rosecrans Avenue, Suite 180, El Segundo, California 90245. Our
telephone number is (310) 725-9123.

22

---

PART IIOTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Refer to the legal proceedings described in Item 3 of our Form 10-K for the year ended December 31, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

| |  | 10.10.4 |  | Increased Commitments Agreement, dated as of April 27, 2001, pursuant to Third Amended and Restated Credit Agreement, dated as of May 11, 2000, as amended by the First Amendment to the Third Amended and Restated
Credit Agreement, dated as of June 30, 2000 **
| |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

None

SIGNATURES

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.

|             |  | DECRANE AIRCRAFT HOLDINGS, INC. (Registrant)
|------------ |  | --------------------------------------------
|May 14, 2001 |  | By:                                         

23

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