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                                                                 EXHIBIT 10.23.1

                           CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (the "Agreement") is made and entered into
September 27, 2000 by and between DeCrane Aircraft Holdings, Inc. (the
"Company") and Mike Abeles ("Executive") based on the following facts:

     A.   Executive is currently employed by the Company in the capacity as
          Director of Planning and Analysis and is a key executive of the
          Company.

     B.   The Company desires to define the terms and conditions of any
          termination of employment upon a Change of Control (as defined herein)
          in the Company.

     Based on the foregoing facts and circumstances and for good and valuable
consideration, receipt of which is hereby acknowledged, the Company and
Executive agree as follows:

     1.   TERM OF AGREEMENT. Except as otherwise provided herein, the term of
          this Agreement shall commence effective the date hereof and shall
          continue for one year (the "Term").

     2.   A.   COMPENSATION UPON TERMINATION FOLLOWING A CHANGE OF CONTROL. In
               the event that (i) a Change of Control shall have occurred during
               the term of this Agreement and while Executive is employed by the
               Company and (ii) the Executive's employment shall be
               involuntarily terminated for any reason on a date which is less
               than one year after the date of the Change of Control (whether
               during or after the term of this Agreement) other than for Cause,
               death or disability or Executive shall terminate his employment
               for Good Reason, then the Company shall make the following
               payments to Executive within 15 days following the date of such
               termination of employment (the "Termination Date"), subject in
               each case to any applicable payroll or other taxes required to be
               withheld.

               (1)  The Company shall pay Executive a lump sum amount in cash
                    equal to the sum of (a) Executive's monthly base salary
                    multiplied by a number equal to 12 minus the number of whole
                    months elapsed from the date of the Change of Control to the
                    Termination Date (the "Multiplier") and (b) Executive's
                    average annual bonus including in such average any such
                    annual bonus earned (even though such bonus may be paid in
                    the year following the year in which earned), (computed over
                    the shorter of (x) the period of Executive's employment by
                    the Company or (y) five calendar years each as measured to
                    the day immediately preceding the Termination Date) divided
                    by 12 and multiplied by the Multiplier.

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               (2)  The Company shall pay Executive a lump sum amount in cash
                    equal to accrued but unpaid salary and bonus through the
                    Termination Date, and unpaid salary with respect to any
                    vacation days accrued but not taken as of the Termination
                    Date.

               B.   DEFINITIONS.

                    (1)  As used in this Agreement, "Change of Control" shall
                         mean an event involving the Company of a nature that
                         would be required to be reported in response to Item
                         6(e) of Schedule 14A of Regulation 14A promulgated
                         under the Securities Exchange Act of 1934, as amended
                         (the "Exchange Act"), assuming that such Schedule,
                         Regulation and Act applied to the Company, provided
                         that such a Change of Control shall be deemed to have
                         occurred at such time as: (i) any "person" (as that
                         term is used in Sections 13(d) and 14(d)(2) of the
                         Exchange Act) (other than an Excluded Person (as
                         defined below)) becomes, directly or indirectly, the
                         "beneficial owner" (as defined in Rule 13d-3 under the
                         Exchange Act) of securities representing 20% or more of
                         the combined voting power for election of members of
                         the Board of Directors of the then outstanding voting
                         securities of the Company or any successor of the
                         Company, excluding any person whose beneficial
                         ownership of securities of the Company or any successor
                         is obtained in a merger or consolidation not included
                         in paragraph (iii) below; (ii) during any period of two
                         consecutive years or less, individuals who at the
                         beginning of such period constituted the Board of
                         Directors of the Company cease, for any reason, to
                         constitute at least a majority of the Board, unless the
                         appointment, election or nomination for election of
                         each new member of the Board (other than a director
                         whose initial assumption of office is in connection
                         with an actual or threatened election contest,
                         including but not limited to a consent solicitation,
                         relating to the election of directors of the Company)
                         was approved by a vote of at least two-thirds of the
                         members of the Board of Directors then still in office
                         who were members of the Board at the beginning of the
                         period or whose appointment, election or nomination was
                         so approved since the beginning of such period; (iii)
                         there is consummated any merger, consolidation or
                         similar transaction to which the Company is a party as
                         a result of which the persons who were equity holders
                         of the Company immediately prior to the effective date
                         of the merger or consolidation shall have beneficial
                         ownership of less than 50% of the combined voting power
                         for election of members of the Board of Directors (or
                         equivalent) of the surviving entity or its parent
                         following the effective date of such merger or
                         consolidation; (iv) any sale or other disposition (or
                         similar


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                         transaction) (in a single transaction or series of
                         related transactions) of (x) 50% or more of the assets
                         or earnings power of the Company or (y) business
                         operations which generated a majority of the
                         consolidated revenues (determined on the basis of the
                         Company's four most recently completed fiscal quarters
                         for which reports have been completed) of the Company
                         and its subsidiaries immediately prior thereto, other
                         than a sale, other disposition, or similar transaction
                         to an Excluded Person or to an entity of which
                         equityholders of the Company beneficially own at least
                         50% of the combined voting power; (v) any liquidation
                         of the Company. For purposes of this definition of
                         Change of Control, the term "Excluded Person" shall
                         mean and include (i) any corporation beneficially owned
                         by shareholders of the Company in substantially the
                         same proportion as their ownership of shares of the
                         Company and (ii) the Company.

                    (2)  As used in this Agreement, "Good Reason" shall mean the
                         occurrence, following a Change of Control, of any one
                         of the following events without Executive's consent:
                         (i) the Company assigns Executive to any duties
                         substantially inconsistent with his position, duties,
                         responsibilities, status or reporting responsibility
                         with the Company immediately prior to the Change of
                         Control, or assigns Executive to a position that does
                         not provide Executive with substantially the same or
                         better compensation, status, responsibilities and
                         duties as Executive enjoyed immediately prior to the
                         Change of Control; (ii) the Company reduces the amount
                         of Executive's base salary as in effect as of the date
                         of the Change of Control or as the same may be
                         increased thereafter from time to time, except for
                         across-the-board salary reductions similarly affecting
                         all senior executives of the Company; (iii) the Company
                         fails to pay Executive an annual bonus consistent with
                         past practices and bonuses consistent with past
                         practices are paid to any other senior executives of
                         the Company; (iv) the Company changes the location at
                         which Executive is employed by more than 50 miles from
                         the location at which Executive is employed as of the
                         date of this Agreement; or (v) the Company breaches
                         this Agreement in any material respect, including
                         without limitation failing to obtain a succession
                         agreement from any successor to assume and agree to
                         perform this Agreement.

                    (3)  For Cause. As used in this Agreement, "Cause" shall
                         mean (i) any material act of dishonest constituting a
                         felony (of which Executive is convicted or pleads
                         guilty) which results or is intended to result directly
                         or indirectly in substantial gain or personal
                         enrichment to Executive at the expense of the Company,
                         or (ii) after notice of


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                         breach delivered to Executive specifying in reasonable
                         detail and a reasonable opportunity for Executive to
                         cure the breaches specified in the notice, the Board,
                         acting by a two thirds vote, after a meeting held for
                         the purpose of making such determination and after
                         reasonable notice to Executive and an opportunity for
                         him together with his counsel to be heard before the
                         Board, determines, in good faith, other than for
                         reasons of physical or mental illness, Executive
                         willfully and continually fails to substantially
                         perform his duties pursuant to this Agreement and such
                         failure results in demonstrable material injury to the
                         Company. The following shall not constitute Cause: (i)
                         Executive's bad judgment or negligence, (ii) any act or
                         omission by Executive without intent of gaining
                         therefrom directly or indirectly a profit to which
                         Executive was not legally entitled, (iii) any act or
                         omission by Executive with respect to which a
                         determination shall have been made that Executive met
                         the applicable standard of conduct prescribed for
                         indemnification or reimbursement of payment of expenses
                         under the By-Laws of the Company or the laws of the
                         State of Delaware as in effect at the time of such act
                         or omission.

     3.   MITIGATION. Executive is not required to seek other employment or
          otherwise mitigate the amount of any payments to be made by the
          Company pursuant to this Agreement.

     4.   ASSIGNMENT. Neither Company nor Executive shall have the right to
          assign its respective rights pursuant to this Agreement. The Company
          shall require any proposed successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise) to all or substantially
          all of the business and/or assets of the Company, by agreement in form
          and substance reasonably satisfactory to Executive, to expressly
          assume and agree to perform this agreement in the same manner and to
          the same extent that the Company would be required to perform it if no
          such succession had taken place, concurrent with the execution of a
          definitive agreement with the Company to engage in such transaction.

     5.   This Agreement shall be binding on the inure to the benefit of
          Executive and his heirs and the Company and any permitted assignee.
          The Company shall not engage in any transaction, including a merger or
          sale of assets unless, as a condition to such transaction such
          successor organization assumes the obligations of the Company pursuant
          to this Agreement.


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     6.   NOTICES.

          If to Company:               DeCrane Aircraft Holdings, Inc.
                                       2361 Rosecrans Avenue, Suite 180
                                       El Segundo, CA  90245
                                       Attention:  Chief Financial Officer
                                       Fax:  310-643-0746

          If to Executive:             Mike Abeles
                                       __________________________________
                                       __________________________________
                                       Fax:  ____________________________


     7.   FACSIMILE SIGNATURES, EXECUTION AND DELIVERY. This Agreement shall be
          effective upon transmission of a signed facsimile by one party to the
          other.

     8.   MISCELLANEOUS. This Agreement supersedes and makes void any prior
          agreement between the parties and sets forth the entire agreement and
          understanding of the parties hereto with respect to the matters
          covered hereby, and may not otherwise be amended or modified except by
          written agreement executed by the Company and the Executive. This
          Agreement shall be governed by and construed in accordance with the
          laws of the State of California.

     This Agreement has been executed on the date specified in the first
paragraph.

                                                DECRANE AIRCRAFT HOLDINGS, INC.


                                           By:
                                                --------------------------------
                                                Authorized Signature


                                                EXECUTIVE


                                                --------------------------------
                                                Mike Abeles


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