Schedule 14a
                              (Rule 14a-101)

                  Information Required in Proxy Statement

                         Schedule 14A Information

        Proxy Statement Pursuant to Section 14(a) of the
Securities
                  Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [x]
Filed by a party other than the Registrant [ ] 

Check the appropriate box:

[ ] Preliminary Proxy Statement 
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials 
*[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12

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

(Name of Person(s) Filing Proxy Statement, if other than
Registrant:

Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction
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(3)  Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):

(4)  Proposed maximum aggregate value of transaction:

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[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by
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May 12, 1995

To Our Stockholders:

          We are informed, through press releases, that you may
be
receiving a proxy statement from a group seeking to control DDL
Electronics, Inc.  The Board of DDL asks that you stop to
evaluate
the statements made in any material you receive and wait for spe-

cific information the Company will provide over the next three
weeks.  Please do this prior to returning any proxy cards that
are
not white.  

          DDL Electronics, Inc.'s management reported to you the
Company's return to an operating profit for the quarter ended
March
31, 1995.  Sales are growing in the continuing operations, and we
are now in a position to operate profitably on a sales base the
Company can finance.  This is a direct result of actions taken by
your Board of Directors and Company management to eliminate over
$30 million in Company debt during the past three years.  

          You should ask questions and be concerned about the
other
group's motivation for a "takeover" at this time.  We suggest
that
you research carefully the individuals behind the alternative
proxy
material you receive.  We believe you will find limited
electronics
industry operating experience, little acquisition experience, and
no direct knowledge of the markets and customers that DDL serves. 
Further, the potential for this group to dilute your share
ownership through convertible bond exchanges at "sweetheart"
exchange rates is only one of several issues you need to consider
prior to returning any proxy material they may send you.

          Don't be fooled by a slick presentation from "armchair
quarterbacks" -- Look at the return to a profit, increased cash
flow, and $30 million debt reduction that this management and
Board has achieved after starting three years ago with losses
topping $20 million per year, and exhausted bank lines of credit. 
Support management in the completion of the strategy discussed in
your quarterly report, including development of specific merger
opportunities that we believe will benefit all shareholders.

          The Company asks that you vote your white proxy card
for the re-election of John Coyne, President of DDL, and Rockell
Hankin, an experienced board member with over twenty-five
completed mergers and acquisitions in his business career.

          Management is available to answer your questions at
503-620-1789, or alternatively, call D. F. King & Co., Inc., the
proxy solicitor for DDL Electronics, Inc. at 800-290-6424.  Call
and we will report the correct facts to you as we are legally
required to do by the Securities and Exchange Commission.




William E. Cook
Chairman and CEO