8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 8-K

            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):     June 3, 1997
                                                    _____________________


Exact Name of Registrant as
  Specified in Its Charter:    DDL ELECTRONICS, INC.
                             ______________________________



          DELAWARE                      1-8101                   33-0213512
 _____________________________        ____________              _____________
State or Other Jurisdiction of        Commission             I.R.S. Employer  
Incorporation or Organization        File Number           Identification No. 
                                        


Address of Principal Executive Offices:     2151 Anchor Court
                                            Newbury Park, CA 91320
                                           _________________________
                                            

Registrant's Telephone Number, Including
 Area Code:                                    (805) 376-9415
                                             _________________________

                                          
Former Name or Former Address, 
 if Changed Since Last Report:                 Not applicable
                                             _________________________
                                            




Item 5.  Other Events.

On June 12, 1997, DDL Electronics, Inc. sold 2,000,000 shares of its Common 
Stock to a group of private investors pursuant to a Common Stock Purchase 
Agreement dated as of June 3, 1997, a copy of which is attached as Exhibit 
4.1.  The private investors purchased such shares at a price of $0.75 
per share.  The Company expects in the near future to file a registration
statement covering the resale of such shares, as provided in the Common Stock
Purchase Agreement.



Item 7. Exhibits.
     
         Exhibit             Description
         _______             ____________
           4.1               Common Stock Purchase Agreement dated as of 
                             June 3, 1997





                               SIGNATURE 


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


                                        DDL ELECTRONICS, INC.


         June 12, 1997                  /s/ Richard K. Vitelle   
_________________________________        ___________________________________
           Date                         Richard K. Vitelle 
                                        Vice President - Finance
                                        (Principal Financial Officer) 

EX-4

                                                            Exhibit 4.1


     This COMMON STOCK PURCHASE AGREEMENT, dated as of June 3, 1997, is 
among DDL ELECTRONICS, INC., a Delaware corporation (the "Company"), and 
each of the Purchasers identified as such on the Signature Pages hereof 
(the "Purchasers").


                               W I T N E S S E T H:

     WHEREAS, the Company desires to obtain equity financing through the 
offer, issuance and sale of its Common Stock, par value $.01 per share (the 
"Common Stock"); and 

     WHEREAS, the several Purchasers desire, on the terms and conditions 
set forth in this Agreement, to purchase Common Stock in the amounts of 
their Commitments (as defined below); 

     NOW, THEREFORE, based upon the foregoing and the mutual covenants and 
agreements herein contained, and for other good and sufficient 
consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto, intending to be legally bound, hereby 
agree as follows:  

                                    ARTICLE I
                               CERTAIN DEFINED TERMS

     Section 1.1.  Definitions.  When used herein, the following terms 
shall have the following meanings:  

     "Agreement" shall mean this Common Stock Purchase Agreement, as it may 
be amended or otherwise modified from time to time.  

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means five percent of the aggregate purchase price of the 
Shares under this Agreement.

     "Commitment" means, as to any Purchaser, the obligation of such 
Purchaser to purchase Shares pursuant to Section 2.1 hereof.  

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

     "Material Adverse Effect" means, as to any Person, any material 
adverse effect on the business, condition (financial or otherwise), 
operations, performance, properties or prospects of such Person and its 
Subsidiaries, taken as a whole.  

     "Person" means an individual, a partnership, a corporation, an 
association, a joint stock company, a trust, a joint venture, an 

unincorporated organization, or a governmental entity (or any department, 
agency, or political subdivision thereof).

     "Placement Agent" means Fechtor, Detwiler & Co., Inc.
  
     "Plan" means any plan regulated under ERISA.  

     "Purchaser" has the meaning set forth in the preamble of this 
Agreement and shall include any partner of a Purchaser who receives shares 
of Common Stock pursuant to a distribution from or a liquidation of such 
Purchaser.

     "Subsidiary" or "Subsidiaries" of any Person means any corporation or 
other entity of which securities or other ownership interests having 
ordinary voting power to elect a majority of the board of directors or 
other Persons performing similar functions are at the time directly or 
indirectly owned or controlled by such Person or one or more Subsidiaries 
of such Person.  
     "`33 Act" means the Securities Act of 1933, as amended, and the rules 
and regulations promulgated thereunder.  

     "`34 Act" means the Securities Exchange Act of 1934, as amended, and 
the rules and regulations promulgated hereunder. 

                                    ARTICLE II
                               PURCHASE AND SALE TERMS

     Section 2.1.  Purchase and Sale.  Subject to the terms of this 
Agreement, the Company shall authorize, issue and sell to each Purchaser, 
and each Purchaser shall purchase from the Company at the Closing, at a 
purchase price of $0.75 per share, the total number of shares of Common 
Stock set forth opposite such Purchaser's name on the applicable Signature 
Page hereof (all such shares being the "Shares").  In the Company's 
discretion, some or all of the Shares may consist of Common Stock escrowed 
with First Union National Bank at the date hereof as collateral for the 
Company's 10% Senior Notes due July 1, 1997 (the Senior Notes").  The 
obligation of each Purchaser to purchase Shares hereunder and to pay the 
purchase price therefor is several and not joint.

     Section 2.2.  The Closing.  The closing of the purchase and sale of 
the Shares shall take place at the offices of the Placement Agent in 
Boston, Massachusetts, or at such other location as the Company and a 
majority in interest of the Purchasers may designate (the "Closing").  The 
Closing shall occur on June 12, 1997 or on such other date as the Company 
and a majority in interest of the Purchasers may designate (the "Closing 
Date").  

    Section 2.3.  Payment and Delivery.  The amount of the purchase price 
for each Purchaser to be paid on the Closing Date shall be as set forth 
opposite such Purchaser's name on the applicable Signature Page hereof.  At 
the time of the Closing: (i) each Purchaser shall pay the purchase price of 
the Shares purchased by it in full by wire transfer of immediately 
available funds to an account designated by the Company in writing not less 
than two business days prior to the Closing Date; and (ii) the Company 
shall pay the Commission to the Placement Agent in full by wire transfer of 
immediately available funds to an account designated by the Placement Agent 
in writing not less than two business days prior to the Closing Date.  As 
soon as practicable following delivery of funds by each Purchaser on the 
Closing Date, the Company shall deliver to each Purchaser stock 

certificates evidencing the total number of Shares to be purchased by it 
hereunder, registered in the name of such Purchaser or its nominee.  

     Section 2.4.  Use of Proceeds.  The Company shall use the net cash 
proceeds of its sale of Shares solely for the purpose of paying the 
principal amount of, and interest accrued on, the Senior Notes or, in the 
event that the Senior Notes shall have been paid in full without any use of 
such proceeds, for working capital.

                                    ARTICLE III
                                CLOSING CONDITIONS

     The obligation of each Purchaser to purchase Shares on the Closing 
Date shall be subject to satisfaction or waiver of the following conditions 
on or prior to such date (unless otherwise specified below):  

     Section 3.1.  Execution of This Agreement and Related Documents.  This 
Agreement shall have been duly authorized, executed and delivered by all 
parties hereto and shall remain in full force and effect.  

     Section 3.2.  Investments by Other Purchasers.  Concurrently with the 
purchase of Shares by such Purchaser on the Closing Date, other Purchasers 
shall have purchased and, to the extent required by Section 2.3 for such 
Purchaser and such other Purchasers, paid the purchase price for a number 
of Shares that, when taken together with the purchase of such Purchaser, 
shall total at least $1,250,000 in the aggregate.

     Section 3.3.  Representations and Warranties True and Correct.  The 
representations and warranties contained in Article IV shall be true and 
correct on and as of the Closing Date with the same effect as though such 
representations and warranties had been made on and as of such date (except 
to the extent that any such representations and warranties specifically 
apply to a prior date).

                                    ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Purchasers, as of the 
Closing Date (except to the extent any of the following representations or 
warranties specifically apply or relate to a prior date, in which event the 
Company represents and warrants such representations and warranties to be 
true and correct as of such prior date), as follows:  

     Section 4.1.  Corporate Existence.  The Company is a corporation duly 
incorporated, validly existing and in good standing under the laws of the 
State of Delaware and is duly qualified to do business as a foreign 
corporation and is in good standing in each jurisdiction in which the 
ownership or use of its assets or properties, or the conduct or nature of 
its business, makes such qualification necessary (except for jurisdictions 
in which the failure to so qualify or be in good standing would not be 
reasonably likely to have a Material Adverse Effect).  The Company has all 
requisite corporate power and authority to conduct its business and own its 
properties as currently and contemplated to be conducted and owned.

     Section 4.2.  Power and Authority.   The Company has all requisite 
corporate power and authority, and has taken all required corporate and 
other action necessary, to execute, deliver and perform this Agreement and 
to issue and sell the Common Stock as herein provided.  None of the 
foregoing actions will (i) violate any provision of the Company's charter 

or bylaws, (ii) result in the breach of or constitute a default under any 
contract, agreement or instrument to which the Company is a party or by 
which it is bound, (iii) result in the creation or imposition of any lien, 
claim or encumbrance on any Company asset, (iv) give any person rights to 
terminate any contracts or agreements with the Company or otherwise to 
exercise rights against the Company or (v) violate any order, writ, 
judgment, injunction, decree, statute, rule or regulation of any court, 
tribunal or governmental entity applicable to or bearing upon the Company 
or any of its assets or business, except, as to clauses (ii), (iii) and 
(iv) above, as would have no Material Adverse Effect on the Company.

     Section 4.3.  Enforceability, etc.  This Agreement has been duly 
executed and delivered by the Company and, assuming that this Agreement is 
duly executed and delivered by, and is within the power and authority of, 
each of the Purchasers, constitutes the legal, valid and binding obligation 
of the Company, enforceable against the Company in accordance with its 
terms, except as the enforceability thereof may be limited by bankruptcy, 
insolvency, moratorium, reorganization or other similar laws affecting 
creditors' rights generally and subject to general principles of equity 
(regardless of whether considered in a proceeding in equity or at law).  

     Section 4.4.  Consents, Approvals and Non-Contravention.  Neither the 
execution, delivery and performance of this Agreement by the Company, nor 
the consummation of any transaction related hereto or thereto, nor the 
issuance, sale or delivery of any Common Stock hereunder, will

            (a)    require any consent or approval of, filing or taking of 
any other action with, or notice to, any Person;

            (b)    violate any contract, agreement, instrument or other 
arrangement to which the Company is a party or by which it is bound; 
or

            (c)    violate (x) any order, writ, judgment, injunction or 
decree or (y) any statute, law, rule or regulation of any court, 
tribunal or governmental entity or authority applicable to or 
bearing upon the Company or any of its assets or business;

except, as to clauses (a), (b) and (c) (y) above, as would have no Material 
Adverse Effect.

     Section 4.5.  Brokers, etc. The Company has not dealt with any broker, 
finder or other similar Person in connection with the offer or sale of any 
Common Stock or any of the other transactions contemplated by this 
Agreement in such a manner as to obligate any Person to pay any fee or 
commission in respect thereof other than the Commission payable to the 
Placement Agent hereunder.

     Section 4.6.  Private Sale; Public Resale.  The Company has not 
offered any Common Stock or any other securities to, or solicited any 
offers to acquire any Common Stock or any other securities from, or 
otherwise approached, negotiated or communicated in respect of any Common 
Stock or any other securities from, or otherwise approached, negotiated or 
communicated in respect of any Common Stock or any other securities with, 
any Person in such a manner as to require that the offer or sale of the 
Common Stock or any such other securities be registered pursuant to the '33 
Act or any state securities laws ("Blue Sky Laws").  The Company is 
eligible to use Form S-3 under the '33 Act to register offers and sales of 
the Shares as contemplated by Article VII of this Agreement.


                                    ARTICLE V
                  REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

     Each Purchaser severally (but not jointly) represents and warrants to 
the Company, at and as of the Closing Date, as follows:

     Section 5.1.  Power and Authority.  Such Purchaser has full power and 
authority and, if not an individual Purchaser, has taken all required 
corporate (or trust or partnership, as the case may be) and other action 
necessary to permit it to execute and deliver this Agreement and to carry 
out the terms hereof.  None of the foregoing actions will (i) violate any 
provision of such Purchaser's charter, bylaws or other similar organic 
document, if applicable, (ii) result in the breach of or constitute a 
default under any contract, agreement or instrument to which such Purchaser 
is a party or by which such Purchaser is bound or (iii) violate any order, 
writ, judgment, injunction, decree, statute, rule or regulation of any 
court, tribunal or governmental entity or authority applicable to or 
bearing upon such Purchaser or any of its assets or business, except, as to 
clause (iii) above, as would have no Material Adverse Effect on the 
Purchaser.

     Section 5.2.  Enforceability, etc.  This Agreement has been duly 
executed and delivered by such Purchaser and, assuming that this Agreement 
is duly executed and delivered by, and is within the power and authority 
of, the Company, constitutes the legal, valid and binding obligation of the 
Purchaser, enforceable against it in accordance with its terms, except as 
the enforceability thereof may be limited by bankruptcy, insolvency, 
moratorium, reorganization or other similar laws affecting creditors' 
rights generally and subject to general principles of equity (regardless of 
whether considered in a proceeding in equity or at law).

     Section 5.3.  Purchase for Investment.  Such Purchaser is purchasing 
its Shares for investment, for its own account and not for the account of 
any Plan (or if such Shares are being acquired for the account of any such 
Plan, such acquisition does not involve a non-exempt prohibited transaction 
within the meaning of Section 406 of ERISA or Section 4975 of the Code) and 
not with a view to distribution thereof, except as permitted hereunder.  
Such Purchaser has had no participation in any such undertaking and has no 
participation in the underwriting of any such undertaking.  Such Purchaser 
understands that its Shares must be held indefinitely unless registered 
under the '33 Act or exempt from registration.  Such Purchaser will effect 
no short sale of the Common Stock at any time from and including the date 
hereof through the completion of the 180-day period described in Section 
7.3(b) as the same may be extended pursuant to the block paragraph 
following Section 7.3(i).

     Section 5.4.  Financial Matters, etc. Such Purchaser represents and 
warrants to the Company that it understands that its purchase of Shares 
hereunder involves substantial risk and that such Purchaser's financial 
condition and investments are such that it is in a financial position to 
hold such Shares for an indefinite period of time and to bear the economic 
risk of, and withstand a complete loss of the value of, such Shares.  Such 
Purchaser represents that it is an "accredited investor" as that term is 
defined in Regulation D promulgated under the '33 Act and that such 
Purchaser is a sophisticated investor, capable of evaluating the merits and 
risks of investing in the Company.  


     Section 5.5.  Full Disclosure.  During the negotiation of the 
transactions contemplated herein, the Purchaser and its representatives 
have been afforded full and free access to the Company's corporate books, 
financial statements and records, have been afforded an opportunity to ask 
such questions of the Company's officers and employees concerning the 
Company's business, operations, financial condition, assets, liabilities 
and other relevant matters, and have been given all such information as has 
been requested, in order to evaluate the merits and risks of the 
prospective investment contemplated herein.  The Purchasers and its 
representatives have obtained and read all of the periodic reports filed by 
the Company under the '34 Act from January 1, 1996 to the date hereof.

     Section 5.6.  Brokers, etc.  Such Purchaser has not dealt with any 
broker, finder or other similar Person in connection with the offer or sale 
of any Shares or any of the transactions contemplated by this Agreement in 
such a manner as to obligate any Person to pay any fee or commission in 
respect thereof other than the Commission payable to the Placement Agent 
hereunder.

                                    ARTICLE VI
                                   TERMINATION

     Section 6.1.  Termination.  This Agreement may be terminated at any 
time prior to the Closing:

            (a)    by mutual consent of the Company and a majority in 
interest of the Purchasers;

            (b)    by the Company if the Closing shall not have occurred by 
June 27, 1997, provided that the failure to consummate the 
transactions contemplated hereby is not a result of the failure by 
the Company to perform any of its obligations hereunder.  

     Section 6.2.  Effect of Termination.  If this Agreement shall be 
terminated pursuant to Section 6.1, then all obligations, representations 
and warranties of the parties under this Agreement shall terminate and 
there shall be no liability of any party to another party, except (i) for 
any breach of this Agreement prior to such termination and (ii) as provided 
in Section 8.1.


                                    ARTICLE VII
                                REGISTRATION RIGHTS

     Section 7.1.  Certain Other Defined Terms.  Capitalized terms used in 
this Article without definition shall have the respective meanings given 
such terms elsewhere in this Agreement.  As used in this Article, the 
following terms shall have the following meanings:

     "Commission" shall mean the Securities and Exchange Commission.

     "Holder" shall mean any registered holder or holders of Shares.


     "Prospectus" shall mean the prospectus included in the Registration 
Statement (including, without limitation, a prospectus that discloses 
information previously omitted from a prospectus filed as part of an 
effective Registration Statement in reliance upon Rule 430A promulgated 
under the '33 Act), as amended or supplemented by any prospectus 

supplement, with respect to the terms of the offering of the Shares covered 
by the Registration Statement, and all other amendments and supplements to 
such prospectus, including post-effective amendments, and all material 
incorporated by reference or deemed to be incorporated by reference 
therein.

     "Registration Statement" shall mean a registration statement of the 
Company on Form S-3 that covers the offer and sale of the Shares pursuant 
to this Article, as amended by any amendment to such registration 
statement, including any post-effective amendment, and all exhibits and all 
material incorporated by reference or deemed to be incorporated by 
reference therein.

     Section 7.2.  Registration Rights.  The Company will commence 
preparation of the Registration Statement immediately following the Closing 
and will file the Registration Statement with the Commission as soon as 
practicable after the Closing and not later than thirty days after the 
Closing Date.  The Company will use its best efforts to cause the Shares to 
be registered under the '33 Act for sale to the public by the Holders at 
the earliest practicable date following the filing of the Registration 
Statement with the Commission. 

     Section 7.3.  Registration Procedures.    In connection with the 
registration obligations of the Company pursuant to the terms and 
conditions of this Agreement, the Company shall:

            (a)    prior to filing a Registration Statement or Prospectus 
or any amendments or supplements thereto, including documents incorporated 
by reference after the initial filing of the Registration Statement, 
furnish to the Holders of the Shares covered by such Registration Statement 
(the "Selling Holders"), in care of the Placement Agent, one copy of each 
document proposed to be filed at least two business days prior thereto, and 
the Company will not, unless required by law, file any Registration 
Statement or amendment thereto or any Prospectus or any supplement thereto 
(including such documents incorporated by reference) to which Selling 
Holders of at least a majority of the Shares being sold (the "Objecting 
Party") shall object pursuant to notice given to the Company prior to the 
filing of such amendment or supplement (the "Objection Notice"); the 
Objection Notice shall set forth the objections and the specific areas in 
the draft documents where such objections arise; the Company shall have 
five business days after receipt of the Objection Notice to correct such 
deficiencies to the satisfaction of the Objecting Party and will notify the 
Placement Agent of any stop order issued or threatened by the Commission in 
connection therewith and take all reasonable actions required to prevent 
the entry of such stop order or to remove it if entered;

            (b)    promptly prepare and file with the Commission such 
amendments and post-effective amendments to the Registration Statement as 
may be necessary to keep such Registration Statement effective for a period 
of not less than 180 days from and including the initial effective date 
thereof; cause the Prospectus to be supplemented by any required Prospectus 
supplement for the same period and, as so supplemented, to be filed 
pursuant to Rule 424 under the '33 Act; and comply with the provisions of 
the '33 Act applicable to it with respect to the disposition of all Shares 
covered by the Registration Statement during the same period in accordance 
with the intended methods of disposition by the Selling Holders set forth 
in such Registration Statement or supplement to the Prospectus;

            (c)    promptly furnish to any Selling Holder and the 
underwriters, if any, without charge, such number or conformed copies of 
such Registration Statement and any post-effective amendment thereto and 

such number of copies of the Prospectus (including each preliminary 
Prospectus) and any amendments or supplements thereto, and any documents 
incorporated by reference therein, as such Selling Holder or underwriter 
may request in order to facilitate the disposition of the Shares being sold 
by such Selling Holder (it being understood that the Company consents to 
the use of the Prospectus and any amendment or supplement thereto by each 
Selling Holder and the underwriters, if any, in connection with the 
offering and sale of the Shares covered by the Prospectus or any amendment 
or supplement thereto); 

            (d)    promptly notify the Placement Agent, and (if requested 
by such Person) confirm such notice in writing, (i) when a Prospectus or 
any Prospectus supplement or post-effective amendment has been filed and, 
with respect to a Registration Statement or any post-effective amendment, 
when the same has become effective, (ii) of any request by the Commission 
or any other federal or state governmental authority for amendments or 
supplements to a Registration Statement or related Prospectus or for 
additional information to be included in any Registration Statement or 
Prospectus or otherwise, (iii) of the issuance by the Commission of any 
stop order suspending the effectiveness of a Registration Statement or the 
initiation or threatening of a any proceedings for that purpose, (iv) of 
the issuance by any state securities commission or other regulatory 
authority of any order suspending the qualification or exemption from 
qualification of any of the Shares under Blue Sky Laws the initiation of 
any proceedings for that purpose and (v) of the happening of any event 
which makes any statement made in a Registration Statement or related 
Prospectus or any document incorporated or deemed to be incorporated by 
reference therein untrue or which requires the making of any changes in 
such Registration Statement, Prospectus or documents so that they will not 
contain any untrue statement of a material fact or omit to state any 
material fact required to be stated therein or necessary to make the 
statements therein not misleading; and, as promptly as practicable 
thereafter, prepare and file with the Commission and furnish a supplement 
or amendment to such Prospectus so that, as thereafter deliverable to the 
purchasers of such Shares, such Prospectus will not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements therein, in light of the circumstances under which they 
were made, not misleading;

            (e)    promptly use its best efforts to prevent the issuance of 
any order suspending the effectiveness of a Registration Statement and, if 
one is issued, to obtain the withdrawal of any order suspending the 
effectiveness of a Registration Statement at the earliest possible moment;

            (f)    if requested by the managing underwriter, if any, or any 
Selling Holder, promptly incorporate in a Prospectus supplement or post-
effective amendment such information as the managing underwriter or Selling 
Holder requests to be included therein, including, without limitation, with 
respect to the number of Shares being sold by such Selling Holder to such 
underwriter or underwriters and with respect to any other terms of any 
underwritten offering of the Shares to be sold in such offering, and 
promptly make all required filings of such Prospectus supplement or post-
effective amendment;

           (g)    promptly make available for inspection by any Selling 
Holder, any underwriter participating in any disposition pursuant to the 
Registration Statement and any attorney, accountant or other agent or 
representative retained by any such Selling Holder or underwriter 
(collectively, the "Inspectors"), all financial and other records, 

pertinent corporate documents and properties of the Company (collectively, 
the "Records"), as shall be reasonably necessary to enable them to exercise 
their due diligence responsibility, and cause the Company's officers, 
directors and employees to supply all information requested by any such 
Inspector in connection with such Registration Statement;

            (h)    cooperate with each Selling Holder and each underwriter 
participating in the disposition of such Shares and their respective 
counsel in connection with any filings required to be made with the 
National Association of Securities Dealers, Inc. (the "NASD"); and

            (i)    during the period when the Prospectus is required to be 
delivered under the '33 Act, promptly file all documents required to be 
filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) 
of the '34 Act.

Each Selling Holder, upon receipt of any notice from the Company of the 
happening of any event of the kind contemplated by subsection (b) or (f) of 
this Section 7.3, shall forthwith discontinue disposition of the Shares 
until such Selling Holder's receipt of the copies of the supplemented or 
amended Prospectus contemplated by subsection (b) or (f) of this Section 
7.3 or until it is advised in writing (the "Advice") by the Company that 
the use of the Prospectus may be resumed, and, if so directed by the 
Company, such Selling Holder will, or will request the managing 
underwriter, if any, to, deliver to the Company (at the Company's expense) 
all copies, other than permanent file copies then in such Selling Holder's 
possession, of the Prospectus covering such Shares current at the time of 
receipt of such notice.  In the event that the Company shall give any such 
notice, the period for which the Registration Statement is required to be 
kept effective pursuant to Section 7.3(b) hereof shall be extended by the 
number of days during the period from and including the date of the giving 
of such notice to and including the date when each Selling Holder shall 
have received (i) the copies of the supplemented or amended Prospectus 
contemplated by subsection (b) or (f) of this Section 7.3 or (ii) the 
Advice.  If the Registration Statement refers to any Selling Holder by name 
or otherwise as the holder of any securities of the Company, then such 
Selling Holder shall have the right to require (i) the insertion therein of 
language, in form and substance satisfactory to such Selling Holder, to the 
effect that the holding by such Selling Holder of such securities is not to 
be construed as a recommendation by such Selling Holder of the investment 
quality of the Company's securities covered thereby and that such holding 
does not imply that such Selling Holder will assist in meeting any future 
financial requirements of the Company, or (ii) in the event that such 
reference to such Selling Holder by name or otherwise is not required by 
the '33 Act or any similar federal statute then in force, the deletion of 
the reference to such Selling Holder.

     Section 7.4.  Registration Expenses.  All expenses incident to the 
Company's performance of or compliance with this Agreement, including, 
without limitation, all Commission and securities exchange or NASD 
registration and filing fees, fees and expenses of compliance with Blue Sky 
Laws (including fees and disbursements of counsel in connection with "blue 
sky" qualifications of the Shares), printing expenses, messenger and 
delivery expenses, internal expenses (including, without limitation, all 
salaries and expenses of the Company's officers and employees performing 
legal or accounting duties), fees and expenses incurred in connection with 
the listing of the securities to be registered, if any, on each securities 
exchange on which similar securities issued by the Company are then listed, 
fees and disbursements of counsel for the Company and its independent 
certified public accountants (including the expense of any special audit or 
"cold comfort" letters required by or incident to such performance), '33 
Act liability insurance (if the Company elects to obtain such insurance), 
reasonable fees and expenses of any special experts retained by the Company 

in connection with such registration, fees and expenses of other Persons 
retained by the Company, reasonable fees and expenses of one counsel for 
the Holders incurred in connection with each registration hereunder (but 
not including any underwriting fees, discounts or commissions attributable 
to the sale of Shares) and any out-of-pocket expenses of the Holders 
excluding any travel costs and counsel fees except as set forth above will 
be borne by the Company whether or not the Registration Statement becomes 
effective.  The Holders will bear the fees and expenses of any attorneys 
engaged to represent them and will pay the discounts, commissions and 
expenses charged by any securities broker or dealer engaged to distribute 
the Shares.    

     Section 7.5.  Indemnification and Contribution.  

            (a)    Indemnification by the Company.  The Company agrees to 
indemnify and hold harmless, to the full extent permitted by law, each 
Holder, its officers, directors and each Person who controls such Holder 
(within the meaning of the '33 Act), and any agent or investment adviser 
thereof, against all losses, claims, damages, liabilities and expenses 
(including reasonable attorneys' fees and costs of investigation) arising 
out of or based upon any untrue or alleged untrue statement of material 
fact contained in any Registration Statement, any amendment or supplement 
thereto, any Prospectus or preliminary Prospectus or any omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, except 
insofar as the same arise out of or are based upon any information with 
respect to such Holder furnished in writing to the Company by or on behalf 
of such Holder expressly for use therein; provided that, in the event that 
the Prospectus shall have been amended or supplemented and copies thereof 
as so amended or supplemented shall have been furnished to a Holder prior 
to the confirmation of any sales of Shares, such indemnity with respect to 
the Prospectus shall not inure to the benefit of such Holder if the Person 
asserting such loss, claim, damage, liability or expense and who purchased 
the Shares from such holder did not, at or prior to the confirmation of the 
sale of the Shares to such Person, receive a copy of the Prospectus as so 
amended or supplemented and the untrue statement or omission of a material 
fact contained in the Prospectus was corrected in the Prospectus as so 
amended or supplemented.  In connection with an underwritten offering, the 
Company will indemnify the underwriters thereof, their officers and 
directors and each person who controls such underwriters (within the 
meaning of the '33 Act) to the same extent as provided above with respect 
to the indemnification of the Holders of Shares except with respect to 
information provided by the underwriter specifically for inclusion therein.

            (b)    Indemnification by Holders of Shares.  In connection 
with any Registration Statement in which a Holder is participating, each 
such Holder will furnish to the Company in writing such information with 
respect to the name and address of such Holder and such other information 
as may be reasonably required for use in connection with any such 
Registration Statement or Prospectus and agrees to indemnify, to the full 
extent permitted by law, the Company, its directors and officers and each 
Person who controls the Company (within the meaning of the '33 Act) against 
any losses, claims, damages, liabilities and expenses resulting from any 
untrue statement of a material fact or any omission of a material fact 
required to be stated in the Registration Statement or Prospectus or any 
amendment thereof or supplement thereto or necessary to make the statements 
therein not misleading to the extent, but only to the extent, that such 
untrue or alleged untrue statement is contained in or such omission or 
alleged omission relates to any information with respect to such Holder so 
furnished in writing by such Holder specifically for inclusion in any 
Prospectus or Registration Statement; provided, however, that such Holder 
shall not be liable in any such case to the extent that, prior to the 

filing of any such Registration Statement or Prospectus or amendment 
thereof or supplement thereto, such Holder has furnished in writing to the 
Company information expressly for use in such Registration Statement or 
Prospectus or any amendment thereof or supplement thereto which corrected 
or made not misleading information previously furnished to the Company.  In 
no event shall the liability of any Selling Holder hereunder be greater in 
amount than the dollar amount of the proceeds received by such Selling 
Holder upon the sale of the Shares giving rise to such indemnification 
obligation.

            c)    Conduct of Indemnification Proceedings.  Any Person 
entitled to indemnification hereunder agrees to give prompt written notice 
to the indemnifying party after the receipt by such Person of any written 
notice of the commencement of any action, suit, proceeding or investigation 
or threat thereof made in writing for which such Person will claim 
indemnification or contribution pursuant to this Agreement and, unless in 
the judgment of counsel of such indemnified party a conflict of interest 
may exist between such indemnified party and the indemnifying party with 
respect to such claim, permit the indemnifying party to assume the defense 
of such claim.  Whether or not such defense is assumed by the indemnifying 
party, the indemnifying party will not be subject to any liability for any 
settlement made without its consent (but such consent will not be 
unreasonably withheld).  No indemnifying party will consent to entry of any 
judgment or enter into any settlement which does not include as an 
unconditional term thereof the giving by the claimant or plaintiff to such 
indemnified party of a release from all liability in respect of such claim 
or litigation.  If the indemnifying party is not entitled to, or elects not 
to, assume the defense of a claim, it will not be obligated to pay the fees 
and expenses of more than one counsel (plus such local counsel, if any, as 
may be reasonably required in other jurisdictions) with respect to such 
claim, unless in the judgment of any indemnified party a conflict of 
interest may exist between such indemnified party and any other of such 
indemnified parties with respect to such claim, in which event the 
indemnifying party shall be obligated to pay the fees and expenses of such 
additional counsel or counsels.  For the purposes of this subsection (c), 
the term "conflict of interest" shall mean that there are one or more legal 
defenses available to the indemnified party that are different from or 
additional to those available to the indemnifying party or such other 
indemnified parties, as applicable, which different or additional defenses 
make joint representation inappropriate.

            d)    Contribution.   If the indemnification from the 
indemnifying party provided for in this Section 7.5 is unavailable to an 
indemnified party hereunder in respect of any losses, claims, damages, 
liabilities or expenses referred to therein, then the indemnifying party, 
in lieu of indemnifying such indemnified party, shall contribute to the 
amount paid or payable by such indemnified party as a result of such 
losses, claims, damages, liabilities or expenses in such proportion as is 
appropriate to reflect the relative fault of the indemnifying party and 
indemnified parties in connection with the actions which resulted in such 
losses, claims, damages, liabilities or expenses, as well as any other 
relevant equitable considerations.  The relative fault of such indemnifying 
party and indemnified parties shall be determined by reference to, among 
other things, whether any action in question, including any untrue or 
alleged untrue statement of a material fact, has been made by, or relates 
to information supplied by, such indemnifying party or indemnified parties, 
and the parties' intent, knowledge, access to information and opportunity 
to correct or prevent such action.  The amount paid or payable by a party 
as a result of the losses, claims, damages, liabilities and expenses 
referred to above shall be deemed to include, subject to the limitations 
set forth in subsection (c), any reasonable legal or other fees or expenses 
reasonably incurred by such party in connection with any investigation or 
proceeding.

     The parties hereto agree that it would not be just and equitable if 
contribution pursuant to this subsection (d) were determined by pro rata 
allocation or by any other method of allocation which does not take account 
of the equitable considerations referred to in the immediately preceding 
paragraph.  Notwithstanding the provisions of this subsection (d), no 
underwriter shall be required to contribute any amount in excess of the 
amount by which the total price at which the Shares underwritten by it and 
distributed to the public were offered to the public exceeds the amount of 
any damages which such underwriter has otherwise been required to pay by 
reason of such untrue or alleged untrue statement or omission or alleged 
omission, and no Selling Holder shall be required to contribute any amount 
in excess of the amount by which the total price at which the Shares of 
such Selling Holder were offered to the public exceeds the amount of any 
damages which such Selling Holder has otherwise been required to pay by 
reason of such untrue statement or omission.  No Person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the 
'33 Act) shall be entitled to contribution from any person who was not 
guilty of such fraudulent misrepresentation.

     Section 7.6.  Transfer or Assignment of Registration Rights.  The 
rights to cause the Company to register Shares granted pursuant to this 
Article may be transferred or assigned by any Holder to a transferee or 
assignee of Shares, provided that the transferee or assignee of such rights 
shall expressly assume the obligations of a Holder under this Article.

                                    ARTICLE VIII
                                   MISCELLANEOUS

     Section 8.1.  Expenses.  Each party to this Agreement shall pay such 
party's own costs and expenses incident to the preparation, negotiation and 
performance hereof.  

     Section 8.2.  Severability.  Whenever possible, each provision of this 
Agreement shall be interpreted in such a manner as to be effective and 
valid under applicable law, but, if any provision of this Agreement shall 
be prohibited by or invalid under applicable law, then such provision shall 
be ineffective to the extent of such prohibition or invalidity without 
invalidating the remainder of such provision or the remaining provisions of 
this Agreement.  

     Section 8.3.  Parties in Interest.  All covenants and agreements 
contained in this Agreement by or on behalf of any party hereto shall bind 
and inure to the benefit of the respective legal representatives, 
successors and assigns of such party whether so expressed or not.  

     Section 8.4.  Notices.  All notices, demands and other communications 
to be given and delivered under and by reason of this Agreement shall be in 
writing and shall be deemed to have been given when delivered personally to 
the recipient, sent to the recipient by a reputable express courier service 
(charges prepaid), mailed to the recipient by certified or registered mail, 
return receipt requested and postage prepaid, or sent by telecopier.  Such 
notices, demands and other communications shall be sent to the Company at 
2151 Anchor Court, Newbury Park, California 91320 (telecopier number 805-
376-9015), Attention: Richard K. Vitelle, and to the Purchasers at the 
addresses (or telecopier numbers) set forth on the Signature Pages hereof 
or at such other address (or telecopier number) or to the attention of such 
other Person as a recipient party may have specified by prior written 
notice to the sending party.  

     Section 8.5.  No Waiver.  No failure to exercise and no delay in 
exercising any right, power or privilege granted under this Agreement shall 
operate as a waiver of such right, power or privilege.  No single or 
partial exercise of any right, power or privilege granted under this 
Agreement shall preclude any other or further exercise thereof or the 
exercise of any other right, power or privilege.  The rights and remedies 
provided in this Agreement are cumulative and are not exclusive of any 
rights or remedies provided by law.  

     Section 8.6.  Amendments and Waivers.  Except as herein provided, this 
Agreement may be modified or amended only by a writing signed by the 
Company and by Purchasers of not less than 75% of the Shares at the time 
outstanding.  

     Section 8.7.  Understanding Among the Purchasers.  The determination 
of each Purchaser to purchase the Shares pursuant to this Agreement has 
been made by such Purchaser independent of any other Purchaser and 
independent of any statements or opinions as to the advisability of such 
purchase or as to the business, condition (financial or otherwise), 
operations, performance, properties or prospects of the Company and its 
Subsidiaries that may have been made or given by any other Purchaser or by 
any agent or employee of any other Purchaser.  In addition, it is 
acknowledged by each Purchaser that no other Purchaser has acted as an 
agent of such Purchaser in connection with making its investment hereunder 
and that no other person shall be acting as an agent of such Purchaser in 
connection with monitoring its investment hereunder.  

     Section 8.8.  Survival, etc.  All representations and warranties 
contained in this Agreement or made in writing by or on behalf of the 
Company or the Purchasers in connection with the transactions contemplated 
by this Agreement shall survive the execution and delivery of this 
Agreement, the Closing and any investigation made at any time by or on 
behalf of the Company or any Purchaser for a period of two years following 
the Closing Date.  

     Section 8.9.  Governing Law.  This Agreement shall be governed by, and 
considered in accordance with, the laws of the State of Delaware without 
regard to principles of conflict of laws.

     Section 8.10. Entire Agreement.  This Agreement expresses the entire 
agreement of the parties with respect to the subject matter hereof and 
supersedes all prior and contemporaneous agreements among the parties, or 
any of them, in that regard. 

     Section 8.11. Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original but all 
of which taken together shall constitute one agreement.  


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
day and year first above written.  

                                     DDL ELECTRONICS, INC.


                                     By: /s/ Gregory L. Horton
                                         ______________________
                                           Name: Gregory L. Horton
                                           Title: President and CEO



                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


PAR INVESTMENT PARTNERS, L.P.            1,000,000            $.75 / share
                                                                 =$750,000



By:/s/ Arthur G. Eyker III           
   ________________________
     Name: Arthur G. Eyker, III
     Title: Partner of PAR Capital Management, Inc.
            which is General Partner of PAR Group, L.P.
            which is General Partner of PAR Investment Partners, L.P.


One Financial Center       
Suite 1600                 
Boston, MA 02111           
Fax:  617-556-8875         


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


A.I.M. OVERSEAS LTD.                     250,000                $.75       

By:/s/ S. Allen             
   ________________________
     Name: S. Allen
     Title: Holder of Proxy


c/o LIS s.a.               
1-rue Goethe               
L-1637 Luxembourg          
Attn:  Sylvie Allen        
Fax:  352-89-75-54         


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Peter D. Fenton                      125,000                $.75       
___________________________              
Peter D. Fenton


7 Worthen Rd               
Winchester, Mass 01890     
                           
Fax: 617-426-7276          


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Richard Fechtor                      150,000                $0.75      
___________________________              
Richard Fechtor


17 Emily Rd                 
Framingham MA 01701         

Fax:508-620-1149           
 


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Jeffrey R. Power                     125,000                $0.75      
___________________________           
Jeffrey Power


74 Beach Street             
Cohasset, MA 02025          
                            
Fax:617-383-1118             
   


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Sheldon M. Fechtor                   100,000                $.75       
___________________________                
Sheldon M. Fechtor	


151 Tremont St.  Apt 19E    
Boston, MA 02111 

Fax:(617) 348-2829          
   


                      Signature Page for Common Stock Purchase Agreement



Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Robert Detwiler                      125,000               $.75       
___________________________                  
Robert Detwiler


c/o Fechtor, Detwiler & Co, Inc.
155 Federal St                   
Boston, MA 02110                 
Fax:617-426-0506                 



                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ John Pemble                          75,000                 $.75       
___________________________                
John Pemble


215 Raleigh Tavern Ln       
North Andover, MA 01845     
                            
Fax:508-689-7858           
 


                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Andrew Detwiler                      25,000                $.75        
___________________________                   
Andrew Detwiler


77 Nedgate St               
Scituate, MA 02066 
Fax:                       



                      Signature Page for Common Stock Purchase Agreement


Name and Address of Purchaser        Number of Shares       Purchase Price


/s/ Maurice R. Buchsbaum                 25,000                 $.75       
________________________              
Maurice R. Buchsbaum


20805 Cipres Way            
Boca Raton, Florida 33433  
                            
Fax:   ____________________ 
 



 

 








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