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Name of Registrant as Specified in Charter: DDL Electronics, Inc.

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May 4, 1995

To our Shareholders:

     Financial performance for the third quarter of fiscal 1995
was most
encouraging, with earnings from operations of $167,000 compared
to the
prior year third quarter loss of $1,287,000. Revenues for the
quarter were
$6,079,000 compared to third quarter fiscal 1994 revenues of
$11,343,000.
The reduced revenues are the result of the previously announced
sale of
substantially all assets of the A. J. Electronics and
Aeroscientific  Corp.
subsidiaries.

     Three years ago we commenced restructuring DDL.  We began
with an
operating group having negative gross margins, over $30 million
of
accumulated debt and large losses.  The return to an operating
profit this
quarter was accomplished despite significant working capital
limitations
and the absence of available bank credit during the past three
years.  We
have overcome these and other difficulties to improve margins,
eliminate
senior debt and return to an operating profit.  We must now turn
our
attention to growing the business to build on this progress.

     Our mutual objective, to build a company that delivers
sustained
growth in shareholder value, now requires the following steps.  

     -  We must establish new banking relationships in fiscal
1996 to
          provide working capital to finance our growth.  Near
term
          requirements will be financed with cash from
operations.

     -    With the payoff of all senior debt accomplished on
December 29,
          1994, the Company removed a major barrier to building
new
          customer relationships.  The expansion of our customer
base in
          fiscal 1996 is essential to filling the estimated $60
million of
          sales capacity at the existing facilities.

     -    We will seek opportunities for merger or acquisition
with
          companies that would benefit from our public listing,
while
          expanding DDL's ability to serve major global
electronics
          customers as an important supplier of interconnection
products
          and services.

     We see opportunities in DDL's markets as the industry
consolidates and
the number of suppliers and captive facilities is reduced. 
Considering the
large size of our markets, and the absence of a dominant
competitor, we
believe DDL can build by acquisition in this industry now that
our
excessive debt has been resolved.  Having identified a number of
specific
candidates to initiate this strategy over the last three months,
it will be
my primary objective to achieve the financial benefits from these
opportunities as we move forward.

     On April 13 ,1995 I added to the cash resources of the
company and
emphasized our belief in the prospects for the implementation of
this
strategy with the purchase of 310,000 shares of common stock
through the
exercise of options granted under my employment agreement.   

     Your continued support in building a profitable and stronger
company
is appreciated as we transition from our difficult restructuring
phase and
"switch gears" to implement our plans to grow DDL.


Very truly yours



William E. Cook
Chairman and Chief Executive Officer

April 28, 1995
Tigard, Oregon 

Third Quarter Operating Statement Highlights (Unaudited)


DDL Electronics, Inc. and Subsidiaries
($ in thousands except per share amounts)       

                                   Three          Nine
                                   Months         Months
                                   Ended           Ended
                                 March 31         March 31
                      1995        1994           1995         
1994
                                                  

Sales             $  6,079        $ 11,343   $ 22,673         
$39,512

Costs and Expenses

Cost of goods sold   4,916          11,266     20,629          
39,178

Administrative 
and Selling 
Expenses               913           1,995      4,146           
5,729

Restructuring 
charges                 -               -       1,173(A)          
 -  

Operating 
income (loss)          250          (1,918)     (3,275)        
(5,395)

Nonoperating income (expense):

Investment income       28              21            85          
128

Interest expense      (111)           (247)         (767)        
(804)

Other Income            -                -            33          
 34
Gain on sale 
of assets               -                2         3,374(B)       
  2

Income (loss) before 
extraordinary item      167          (2,142)         (550)     
(6,035)

Extraordinary item       -               -          2,441(C)      
 -

Net income (loss)     $ 167        $ (2,142)       $  1,891   
$(6,035)

Primary earnings 
(loss) per share:

Continuing operations     $0.01          ($0.14)         ($0.03)  
($0.40)

Extraordinary item         -               -              $0.15   
    -  

                          $0.01          ($0.14)          $0.12   
 ($0.40)

Average primary 
shares (in thousands) 16,013          15,306          15,791    
15,105 
                    

(A)  On January 17, 1995, the Company sold substantially all of
the
physical assets of its United States electronic contract
manufacturing
subsidiary, A.J. Electronics, Inc. (A.J.) to Raven Industries,
Inc.  In
conjunction with the sale, the Company recorded disposition costs
and 
operating losses as of December 31, 1994 totaling $2,050,
including
restructuring charges through A.J.'s disposal and liquidation of
$1,173. 
     
(B)  On December 29, 1994, the Company recognized a gain of
$3,774 from the
sale of substantially all of the assets of its Aeroscientific
Corp.
subsidiary to Yamamoto Manufacturing (USA), Inc.

(C)  On December 29, 1994, the Sanwa Bank California ("Sanwa")
accepted a
cash payment of $4,500 in full and complete satisfaction of
outstanding
debt.  The related gain on extinguishment of the debt is recorded
as an
extraordinary item in accordance with FAS 15.




       
          Consolidated Balance Sheet
          
          
            (dollars in thousands except per share amounts)
          
                                  March 31,         June 30,
                                    1995             1994
                                 (Unaudited)        (Audited)
                                                 
ASSETS
Current assets:
Cash and cash equivalents        $ 2,389               $ 2,540
Accounts receivable                4,149                 5,600
     Inventories                   2,223                 3,647
     Prepaid expenses                264                   231
          
 Total current assets              9,025                12,018
          
Property, plant and 
 improvements, net                  3,307               10,642
          
Deposits and other assets             447                  598
          
                                  $12,779              $23,258
          
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of 
long-term debt                     $  749              $13,524

Accounts payable                    4,980                 5,086
Accrued payroll and employee
              benefits                728                   994
 Other accrued liabilities          1,344                 1,673
          
Total current liabilities           7,801                 21,277
          
7% Convertible Subordinated
      Debentures                      729                     775
8-1/2% Convertible Subordinated
            Debentures              1,580                  1,580
Other long-term debt                4,449                   4,515
          
Stockholders' equity (deficit):
 Common stock                         153                    145
 Preferred stock - Series B            -                      -
 Additional paid-in capital        20,647                 19,646
 Retained earnings (deficit)      (21,782)               (23,673)
 Foreign currency translation
        adjustment                   (798)                (1,007)
          
Total stockholders'
   deficit                        (1,780)                 (4,889)
          
                                 $12,779                 $23,258
          
      DEFICIT PER SHARE               ($.12)                  
($.34)
          
SHARES OUTSTANDING            15,257,663               14,468,718