PROXY STATEMENT

IN OPPOSITION TO

MANAGEMENT AND THE CURRENT BOARD OF DIRECTORS

OF

DDL ELECTRONICS, INC.

ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR MAY 31, 1995


Dear Fellow Shareholders in DDL ELECTRONICS, INC.:

     This Proxy Statement is being sent to you by a group of your fellow 
stockholders, SCRMM ("Shareholders' Committee to Remove a Moribund 
Management"), in connection with our solicitation of proxies to 
be used at the Annual Meeting of Shareholders of DDL Electronics,
Inc. ("DDL"), now set for Wednesday, May 31, 1995, at 10:00 AM local time 
in Rosemont, Illinois.  Shareholders of DDL as of April 17, 1995, are
entitled to vote at the forthcoming Annual Meeting.  We seek your proxy to:

1.   TAKE CONTROL OF DDL BY THE ONLY METHOD AVAILABLE -
     EXPANDING THE BOARD OF DIRECTORS AND ELECTING A NEW
     MAJORITY - TO BRING AN END TO THE DISAPPOINTING RESULTS THAT
     THE CURRENT BOARD HAS OBTAINED FOR YOU SINCE THEY HIRED
     CURRENT MANAGEMENT 3.5 YEARS AGO, AND

2.   ELECT A NEW MAJORITY OF THE BOARD OF DIRECTORS, WHICH WILL
     HAVE AS ITS SOLE OBJECTIVE TO INCREASE THE SALES, EARNINGS,
     BOOK VALUE, CASH FLOW, SHARE TRADING VOLUME AND SHARE
     PRICE OF DDL. 

IF YOU OWN YOUR SHARES IN DDL IN THE NAME OF A BROKERAGE FIRM, YOU
MUST TELL YOUR BROKER HOW TO VOTE YOUR SHARES. YOUR BROKERS CAN
NOT VOTE AS YOU WISH UNLESS YOU GIVE THEM SPECIFIC INSTRUCTIONS TO
DO SO.  THESE INSTRUCTIONS CAN BE CONVEYED BY SIGNING, DATING AND
MAILING YOUR GREEN PROXY CARD TODAY.

PLEASE DO NOT RETURN THE PROXY CARD SENT TO YOU BY DDL MANAGEMENT.  
IF YOU HAVE ALREADY RETURNED DDL'S PROXY, YOU HAVE THE RIGHT TO 
REVOKE THIS AUTHORIZATION BY RETURNING OUR LATER PROXY.  ONLY YOUR 
LATEST DATED, PROPERLY EXECUTED PROXY WILL COUNT AT THE ANNUAL MEETING. 
THE ONLY WAY YOU CAN VOTE FOR OUR NOMINEES IS TO COMPLETE AND RETURN THE
ENCLOSED GREEN PROXY CARD.

     We urge you to join us, by giving SCRMM your proxy, to put
a new team in control of the Board of Directors of DDL.  VOTE FOR an 
end to the performance of the past three and a half years.  VOTE FOR 
placing control of DDL in the hands of your fellow shareholders who
have the same desires as you to see the sales, earnings, book value, 
and stock price of DDL increase.  We have no doubt that our proposed 
slate of Directors will accomplish considerably better results for DDL 
shareholders than we have seen under the current Board of Directors.  


                VOTE FOR THE FOLLOWING PROPOSALS:


PROPOSAL 1: NOMINEES FOR ELECTION AS CLASS II DIRECTORS

     The DDL's Board of Directors is presently composed of four
Directors, divided into three classes of Directors who serve for 
three-year terms: one in Class I (whose term of office expires in 
1996), two in Class II (whose term of office expired in 1994), and 
one in Class III (whose term of office expires in 1995).  The two 
Class II Directors to be elected at the Annual Meeting scheduled for 
May 31 will serve until the 1997 Annual Meeting of Shareholders, and
thereafter until their successors shall have been elected and
qualified.

     In opposition to the two incumbent Class II Directors put
forward for re-election by DDL, SCRMM proposes two experienced and
exceptionally well-qualified nominees.  If elected, these two nominees 
would hold two of the four seats on the Board of Directors as presently
constituted.

     Each nominee has consented to serve as a director of DDL if
elected.  SCRMM does not expect that either of the nominees will be 
unable to stand for election but, in the event that a vacancy in the 
slate of nominees should occur unexpectedly, the Shares represented by 
the enclosed GREEN Proxy Card will be voted for a substitute candidate 
selected by SCRMM.

     The following information concerning business address, age, and 
principal occupation has been furnished by SCRMM's nominees.


Bernee D. L. Strom
332 S. Michigan Avenue, #605 
Chicago, Illinois 60604
Ms. Strom is currently President of USA Digital Radio, a
joint venture partnership of Gannett Corporation, Westinghouse, and
CBS. Since 1994, she has chaired the Board of Directors of Quantum 
Development Corporation, a business analysis and optimization consulting 
and technology company.  She is also a director of Software Publishing 
Corporation, a NASDAQ traded company, and a member of the Board of 
Advisors of J.L. Kellogg Graduate School of Management at Northwestern
University. From 1990-1995, Ms. Strom headed her own consulting
company. During that time, she also served as a founding shareholder,
consultant and Vice President of Gemstar Development Corporation, 
which is the developer, manufacturer and distributor of the "VCR+" 
product. Other clients of Ms. Strom's consulting company from 1990-95 
included the Chicago Sun-Times and Microware Systems.  Prior to starting 
her own consulting company in 1990, Ms. Strom was a senior executive of 
the Los Angeles Herald Examiner; and former senior management
consultant with Deloitte, Haskins & Sells.  Ms. Strom holds a Masters in
Mathematics from New York University, and an M.B.A. from UCLA.  Ms. 
Strom is 47 years old.


Erven Tallman
72420 Beverly Way
Rancho Mirage, California
92260
Mr. Tallman has over 45 years of business experience as a founder,
owner, director and operator of a variety of businesses. Since 1964,
Mr. Tallman has served as a founder, and current General Managing 
Partner, of Inland Empire Properties, Ltd., a large privately-held 
commercial and industrial real estate development company. Since 1990, 
Mr. Tallman has served as founder and President of Phone Alert 
Corporation, a telephone-based security company, and Pactall Corporation, 
a software development company for automated wireless integrated systems.   
He is also Chief Executive Officer of E.B. Tall, Inc., a company
which he founded in 1979.  Prior to 1990, Mr. Tallman served as founder,
director, or president of the following companies: Norco Industries,
a privately held industrial distribution company; Tallman Construction, 
a company ultimately acquired by Imasco, a publicly traded corporation 
in Canada; and Tallman Industries, an electronic royalty company which 
was purchased by DDL in 1979.  Mr. Tallman is 67 years old, and a 
shareholder in DDL.
     

     None of the nominees has ever been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).  
None of the nominees has been a party to a civil proceeding of a 
judicial or administrative body of competent jurisdiction and as a 
result of such proceeding was or is subject to a judgment, decree or 
final order enjoining further violations of, or prohibiting activities 
subject to, federal or state securities laws or finding any violation of
such laws. Additional information concerning nominees who own stock in 
DDL is provided in Appendix A hereto.

     Two of DDL's executives have entered into severance agreements 
with the Company which call for payments to be made if their employment 
is terminated other than for cause within one year from the date of a 
change of control of the Company.  If SCRMM's nominees for Class II 
Director are elected, and Proposals No. 2 and No. 3 herein are not 
adopted, the resulting Board of Directors will consist of two old members 
and two new members.  Under these circumstances, we believe that no 
change of control will occur and that these two severance agreements, 
if valid, will not be invoked.  

     SCRMM urges you to sign, date and return the enclosed GREEN proxy 
card to vote for the election of SCRMM's nominees as Class II Directors.


PROPOSAL NO. 2:    AMENDMENT OF THE BYLAWS TO SET THE NUMBER
                   OF DIRECTORS AT NOT LESS THAN SEVEN

         Section 3.02 of DDL's Bylaws deals with the number and
term of office of members of the Board of Directors.  According to 
identical copies of the Bylaws provided by DDL's Chief Executive Officer 
in June 1994, and in January 1995 by Disclosure Information Services, Inc.,
Section 3.02 provides:

             "SECTION 3.02   Number and Term of Office. 
             The number of directors shall be seven (7).  Directors 
             need not be stockholders. Each of the directors of the
             Corporation shall hold office until his successor
             shall have been duly elected and shall qualify or until 
             he shall resign or shall have been removed in the manner
             hereinafter provided."  (Emphasis supplied)  

This notwithstanding, DDL has set the size of the current Board
of Directors at four.  The October 28, 1993, proxy statement of DDL, 
relating to the last Annual Meeting of Shareholders held in December 
1993, says that the Board of Directors "in accordance with DDL's Bylaws,
reduced the size of the Board of Directors to three. . . ."  A
Company press release subsequently announced that the size of the Board 
of Directors had been increased to four with the addition of Mr. Coyne, 
an employee of DDL.  

         In view of the foregoing, it is apparent that the size
of the Board has been shrinking and growing more inbred.  In recent 
years, with each available vacancy the current Board of Directors has 
reduced the overall size of the Board so that no new member was elected. 
We believe that this has deprived DDL of new ideas and expertise on the 
Board of Directors, qualities which DDL desperately needs.

         Accordingly, pursuant to DDL Bylaw Section 8.03, SCRMM proposes 
that the shareholders adopt the following Proposal to amend Bylaw Section
3.02:

         "PROPOSAL NO. 2:

             Effectively immediately upon adoption by the Shareholders, 
         Section 3.02 of DDL's Bylaws are amended as follows:

             Text of Amendment

              SECTION 3.02   Number and Term of Office. 
              The number of directors shall be not less than seven (7).  
              Directors need not be stockholders.  Each of the
              directors of the Corporation shall hold office until
              his successor shall have been duly elected and shall 
              qualify or until he shall resign or shall have been 
              removed in the manner hereinafter provided.' 
              (New language shown in italics)

         Immediately following adoption of this amendment to the
         Bylaws, there shall be an election of the number of new 
         Directors required to comply with the Bylaw provision that
         there be no less than the seven (7) members of the Board. 
         In accordance with Article Six of the Company's Certificate 
         of Incorporation, two (2) persons shall be elected to serve as
         Class I Directors, with terms expiring at the annual meeting 
         of shareholders in 1996; and one person shall be elected to 
         serve as a Class III Director, with a term expiring at the
         annual meeting of shareholders in 1995."

         Pursuant to Section 8.03 of the Company's Bylaws, stockholders 
may alter, amend or repeal, or make new bylaws, at any annual meeting, 
without previous notice.  Under Delaware law, such amendments to the 
Bylaws are effective immediately. Further, absent a Bylaw provision to 
the contrary, Delaware law accords stockholders the inherent power
to fill newly-created directorships.  The Company's Bylaws do not contain 
any provision which divests the stockholders of this power.  Moreover, 
Section 3.03 of the Bylaws provides that the Company's Directors shall 
be elected annually.  Therefore, under the laws of the State of Delaware 
and under DDL's Bylaws, the stockholders can both amend Section 3.02 of 
the Bylaws and fill the new directorships to be created by amendment at 
the Annual Meeting.

         Article Six of the Company's Certificate of Incorporation
creates three classes of Directors -- Class I, Class II, and Class III -- 
and further provides that such classes shall be as nearly equal in
number as possible.  Currently, there is one Class I Director (whose 
term expires in 1996); two Class II Directors (both of whose terms 
expired in 1994); and one Class III Director (whose term expires in 1995).  
The addition of two Class I Directors and one Class III Director will 
make the classes as nearly equal in number of Directors as possible,
i.e. three, two, and two, respectively.

         The affirmative vote of a majority of the shares of DDL's
Common Stock issued and outstanding is required in order for 
Proposal No. 2 to be adopted.  Because amendment of the Bylaws by 
the stockholders requires an affirmative vote by a majority of the 
outstanding shares of Common Stock, any vote to ABSTAIN, and any broker
non-votes, on Proposal No. 2 will have the effect of a vote AGAINST 
the proposal.


PROPOSAL 3:  NOMINEES FOR ELECTION AS NEW CLASS III AND CLASS I
             DIRECTORS ON THE SEVEN MEMBER BOARD

         Assuming that the Shareholders adopt Proposal No. 2
setting the number of Directors at seven, effective immediately upon 
adoption, it will then be necessary for the Annual Meeting to elect 
three new Board members.

         The election will be conducted in accordance with the
provisions of DDL's Certificate of Incorporation and Bylaws governing 
the election of Directors.  Specifically, Stockholders are entitled to 
cumulate their votes in the election of each Class of Directors by 
casting for the election of one nominee a number of votes equal to the
number of Directors to be elected in each Class multiplied by the number 
of shares owned by the Stockholder, or may distribute such votes
on the same principle among as many candidates as the Stockholder sees fit.  
For Class III Directors, a Stockholder will be entitled to multiply the 
number of shares owned by two (2), and to distribute such votes between 
the two nominees as the Stockholder sees fit.  For Class I Director, 
cumulative voting will have no practical effect since there is only one 
Director to be elected.  If a proxy is marked for the election of Directors,
it may, at the discretion of the proxy holders, be voted cumulatively 
in the election of Directors.

         If a quorum is present at the meeting, i.e. if a majority of
the outstanding shares of Common Stock are present or represented by 
valid proxy, the nominees for election as Directors who receive the 
greatest number of votes cast at the meeting by shares present in 
person or by proxy and entitled to vote thereon, shall be elected 
as Directors.

         SCRMM has a slate of experienced and highly qualified
nominees for the two Class III Directors and the Class I Director 
to be elected to the Board. 

         Each nominee named below has consented to serve as a
director of DDL if elected.  In the event that a vacancy in the slate 
of nominees should occur unexpectedly, the Shares voted for that 
nominee as represented by the enclosed GREEN Proxy Card will be voted 
for a substitute candidate selected by SCRMM. 

         The nominees have provided the following information
concerning business address, age, and principal occupation.


Name and Business Address
Principal Occupation for Past Five Years

Melvin Foster
Melvin Foster & Associates
15 Court Square
Boston, Massachusetts 02108
Attorney and Investor.  Mr. Foster has been a practicing attorney in
Boston, Massachusetts since 1971.  Between 1951 and 1968, he served 
as an operations executive of Robert Hall Clothes, a subsidiary of 
United Merchant Manufacturers.  He received his M.B.A. from Boston 
University in 1951, and his J.D. from Boston University in 1971.  
Mr. Foster is 68 years old, and a shareholder in DDL.


Don A. Raig
555 Saturn Boulevard
Suite B-444
San Diego, California 92154
Attorney, Trustee, and Investor.  Mr. Raig has been a practicing
attorney since 1967, and established his practice in San Diego,
California, in 1975.  In addition to the oversight of personal
investments and as a fiduciary, Mr. Raig has served as a member of
the board of directors of a number of private companies. Mr. Raig is
53 years old, and a shareholder in DDL.


Robert G. Wilson
1620-1185 West Georgia Street
Vancouver, British Columbia
V6E 4E6 CANADA
Mr. Wilson has been engaged since 1990 in a private business
consulting practice, which advises companies experiencing financial
and organizational difficulties.  His consulting practice focuses
on planning, budget-setting, and general troubleshooting. Previously,
Mr. Wilson was with the House of Seagrams, a publicly-held company in 
Montreal, Quebec, as Assistant to the Vice President for Finance 
(1968-70); from 1970 to 1979, Mr. Wilson built up a series of four 
General Motors dealerships, five automobile leasing and rental 
companies, a heavy equipment leasing company, and a major tire 
wholesaler and retailer; during this same period, he held interests
in an oil drilling company, an oil field equipment company, and
other businesses; in 1987, Mr. Wilson was a principal in the
start-up of Brandover Enterprises, Ltd., a Seattle-based public
company which produces and distributes beer in the United States
and other countries, and is listed on the Toronto Stock Exchange. 
Mr. Wilson has served as a director of Malibu Grand Prix Corp.
(1984-91), Pioneer Food Corp. (1990-91), Brandover Enterprises,
Ltd. (1989-present), Amusements International, Ltd. (1992-present),
Bonkers Indoor Playgrounds, Inc. (1993-present), Interactive
Telesis, Inc. (1993-95).  Mr. Wilson is 53 years old, and a shareholder
in DDL.


         None of the nominees has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) 
during the past ten years. None of the nominees has been a party to 
a civil proceeding of a judicial or administrative body of competent 
jurisdiction and as a result of such proceeding was or is subject to 
a judgment, decree or final order enjoining further violations of, or 
prohibiting activities subject to, federal or state securities laws 
or finding any violation of such laws.  Additional information concerning
those nominees who own stock in DDL is set forth in Appendix A hereto.

         Five months ago, in January 1995, the chief executive officer 
of DDL entered into an employment agreement with the Company which 
provides for substantial payments to be made in the event of 
involuntary termination.  In brief, the agreement calls for a lump sum 
payment equal to one year's base salary, determined on the basis of
his highest salary within three years of termination, plus a bonus 
equal to the average of all bonus and incentive compensation for the
two years immediately preceding termination.  In the event that
SCRMM's nominees are elected as Class I and Class III Directors, 
and in the event that they determine in their capacity as Directors 
to fire the present chief executive officer, and if this portion of 
his employment agreement is valid, then the Company may incur
substantial costs pursuant to this severance agreement.  Similarly, 
if the chief operating officer or the chief financial officer were 
fired, and the severance provisions of their respective employment
agreements are valid and applicable, the Company may also incur 
substantial additional costs pursuant to these agreements.

         Provided that a quorum is present, any vote to ABSTAIN,
and any broker non-votes, on Proposal No. 3 will have no effect on 
the election of nominees as Directors.  Those Directors receiving 
the greatest number of votes present or represented by valid proxy, 
and giving effect to cumulative voting procedures, will be elected.

         SCRMM urges you to sign, date and return the enclosed
GREEN proxy card to vote for the election of SCRMM's nominees as 
Directors.


                        VOTING OF PROXIES

         Unless otherwise indicated, the persons named in the
accompanying GREEN Proxy Card will vote properly executed, dated, 
and duly returned proxies (1) FOR the election of Bernee D.L.
Strom and Erven Tallman as Class II Directors, (2) FOR the
amendment of Bylaw 3.02 to set the membership of the Board of 
Directors at not less than seven, effective immediately upon
adoption, and to require the immediate election of two new
Class I members and one new Class III member of the Board of 
Directors following adoption of the Bylaw amendment, (3) FOR the
election of Melvin Foster and Robert G. Wilson as Class I members, 
and the election of Dan A. Raig as a Class III member, of the Board 
of Directors, and (4) in accordance with their judgment on such 
other business as may be properly presented to the meeting and any 
adjournment or postponement thereof.

         The Company's Bylaws provide for the election of directors
by cumulative voting.  Under cumulative voting, each shareholder 
is entitled to (a) cast a number of votes equal to the number of his 
or her shares multiplied by the number of directors in each class, 
and (b) to distribute such votes among the nominees in that class 
or to vote for a lesser number, or a single nominee, as he
or she sees fit.  If a shareholder wishes to distribute his or
her votes in a specific manner, the proxy card should be marked to 
indicate how the votes are to be distributed among the nominees. 
If a shareholder strikes out the name of a Class I or Class II
nominee, all the cumulative votes of such shareholder will be voted 
FOR the remaining nominee.  If no specific instructions are given
regarding the distribution of proxies, SCRMM's proxy holders will 
distribute the shares which they are entitled to vote in favor of 
its nominees, in their discretion. 

         By virtue of stock ownership, including beneficial ownership, 
SCRMM holds sufficient proxies to elect one Class I and one Class II 
Director (For further information, see Appendix A).  However, at the 
present time, SCRMM has not considered any allocation by which it 
intends to distribute votes among its nominees.  

         GREEN Proxy Cards should be signed, dated and returned
in the postage-paid envelope provided.  Execution of the enclosed 
GREEN Proxy Card will not affect a shareholder's right to attend 
the Annual Meeting and vote in person.  A shareholder who has given 
a proxy may revoke it at any time before such proxy is voted either by
a later dated proxy or by voting in person at the Annual Meeting.  
Attendance at the Annual Meeting will not in and of itself constitute 
a revocation.  If you were a shareholder on the April 17, 1995, 
Record Date, you will retain your voting rights in connection with 
the Annual Meeting even if you sell or sold such Shares after the 
Record Date.  Accordingly, it is important that you vote the Shares 
held by you on the Record Date or grant a proxy to vote such Shares
whether or not you still own the stock.

         Shareholders cannot select Directors from among those
proposed by DDL and SCRMM.  Therefore, if you wish to support 
SCRMM's nominees, your last dated, properly executed proxy must be 
a GREEN Proxy Card.


       YOUR INVESTMENT IS AT THE BOTTOM OF THE BARREL.  
                      WHO IS RESPONSIBLE?
                                
         Your DDL investment has hit the bottom of the barrel and
stayed there.  The majority of the present Board of Directors and 
management team has been in control at DDL since January 1992
(approximately 3.5 years or 1,200 days).  The stock's performance 
during this period speaks for itself no matter what criteria you 
would like to choose.

         SCRMM has prepared an array of statistical and graphical
data in order to assist you in making an informed judgment regarding 
the stewardship of your company. The data is drawn either from DDL's 
financial statements or from the financial database of Bridge Information
Systems.  This data forms the basis for the tables and charts which 
follow; the actual tables and charts were prepared by SCRMM, with verbal
authorization from Bridge Information Systems for the use of their data. 
The data is presented in two forms and requires some explanation:

         1.  DDL SPECIFIC DATA:  Because DDL has had a negative net worth, 
large write-offs, significant asset sales, bond-to-stock conversions,
and other non-recurring transactions, many of the standard measures 
of financial performance are not relevant.  Consequently, we have
focused on incontestable numbers such as revenues, operating income, 
book value per share and, course, stock price:  



Table 1:  Eight Standard Measurements of DDL's Performance
While Under Current Management


Year (Fiscal Year Ends June 30)
1992
1993
1994
1995
(9 mo)


Sales
58.5
57.9
48.5
22.7


Sales per Share
8.73
5.73
3.21
1.44


Operating Income ( 000,000)
(8.9)
(5.1)
(6.9)
(3.3)


Total Shares Outstanding ( 000)
6635
11973
14469
15909


Book Value per Share
(.92)
(.08)
(.34)
(.12)


Cash Flow per Share
(2.18)
(.12)
(.18)
N/A


Average Stock Price   
1.3125
1.6875
1.4675
1.375


Average Daily Share Volume  
15,900
42,000
31,800
15,800


 _______________
   Calendar year

         The picture this data paints is one of a rapidly shrinking
company but with an increasing number of shares outstanding.  Its
survival for the last three years has depended on the conversion of 
$12 million of bonds into common stock and the exercise of $3,500,000 
of warrants rather than any operating successes.

         2.  DDL COMPARED TO PEER GROUPS:  Because DDL
does not exist in a vacuum, we feel it is important to compare the 
performance of DDL to its peers.  Bridge Information Systems classifies 
companies into industry segments.  DDL is classified in industry 255
(Electrical Components and Parts).  Its peer group consists of 
approximately 30 firms that are listed on the New York Stock Exchange and
approximately 50 that are traded on NASDAQ's National Market System. 

         The peer groups appear to have done pretty well over the
past three and one-half years.

         Not so for DDL. 

         The graph below depicts the 10 year price movement of
DDL stock compared to the DDL peer groups.  (Current outside members 
of the Board of Directors have served on this Board since 1986.)  
Notice the dramatic percentage rise in the industry stock prices 
since 1991.  DDL's percentage stock price change has not kept pace.  
The gap between DDL and its peers has widened as DDL continues to 
underperform its industry peer group even with a management change 
at the end of 1991.  This is not a record for DDL's management to be 
proud of -- and it certainly does not reflect a turnaround during the 
period that Mr. Cook has been Chief Executive Officer.

     Next, consider the graph of Quarterly Sales Growth Compared to 
Prior Year.  Again, we see this alarming trend - the NYSE industry 
peer group shows a substantial and regular percentage increase since 
1992, while DDL's sales growth, after a positive trend in 1993, has 
dropped and dropped and dropped dramatically since the beginning of
1994.  
     
     Finally, review the ranking of your company, DDL, with its
peer group:


    Measure 
     DDL
   Ranking in Peer      
     Group 
  Median - 50% of
the Peer Group is
Above this Value


5 Year
Compounded
Revenue Growth
(Decline)Rate
- -17%
Bottom 4%
14.1%


Gross Profit
Margin
3.5%
Bottom 1%
24.5%


Average Daily
Trading Value  -
Last 30 days
$189,750
Bottom 9%
$2,736,125


Absolute Stock
Price 4/21/95
1.375
Bottom 1%
13


Market
Capitalization
$22 million
Bottom 20%
$82 million


52-Week Stock
Price Change
22.2%
Top 45%
17.1%


26 Week Stock
Price Change
- -26.7%
Bottom 7%
6.8%




     Who is responsible for keeping DDL out of the bottom of the
barrel?  Who is responsible for maintaining revenues and stock 
indices at least similar to the industry? The Board of Directors 
and management are responsible. It is the Board of Directors'
responsibility to ensure that management performs.


      WHAT DO YOU THINK OF THE JOB THEY HAVE DONE SO FAR?  

     The current Board of Directors and management (as a team)
have watched over the continuing abysmal performance of DDL for at 
least 3.5 years.  They have had almost 1200 days to turn around DDL's 
performance and increase the value of your investment.  Instead, they 
have watched the average daily trading volume decline to 15,800,
from 42,000 in 1993, while the number of outstanding shares more than 
doubled.

     These pictures speak volumes.   

     While past results are never a certain indicator of future
results, they are used by educated men and women in their decision 
making process.  The past results of the current Board of Directors 
and their management team speak for themselves.

                  WHAT DOES THE MARKET THINK?

     In addition to these statistics, there is another indicator of
the performance of the current Board of Directors and their management 
team:  the market itself.   On a daily basis, buyers and sellers come 
together to determine the value of assets such as your investment in 
DDL -- using hard, cold cash, they vote on the prospects for the
company.  Over the past three and one-half years, the market has voted 
on the prospects for DDL. Their vote places DDL's average share price 
in the lowest one percent of its New York Stock Exchange peer group. 
We believe that the market has voted thumbs down on the current Board of
Directors and their management team's likelihood of success with our 
company.

     We all should be concerned with the force of this thumbs
down vote, echoed by the average daily trading value of shares traded 
over the last thirty days which ranks us in the bottom ten percent of 
peer group stocks traded.  If the value of our DDL shares is to 
increase, there have to be interested buyers in sufficient numbers 
to drive up the share price.  We suggest that this low share trading 
volume reflects investor's lack of interest in and a lack of confidence 
in the current Board of Directors and their management team. If
investors had any confidence in the potential success of the present 
Board of Directors and their management team, then the stock we all own
would not be trading at its present levels.

     We agree with the market.  After working with this current
management team, we have lost confidence in their ability either 
to formulate or to implement a sound strategic plan. We have lost 
confidence that the current Board of Directors or its management team 
can either identify the most promising and attractive candidates or
follow through with the consummation of a merger, acquisition or 
consolidation which will be beneficial to the shareholders of DDL. 

     Take this opportunity, VOTE THIS PROXY and remove the current 
Board who is responsible for the results depicted above.


                          WHAT IS SCRMM?
            WHAT WILL SCRMM DO FOR YOU AND AT WHAT COST?

     SCRMM is a group of your fellow shareholders who have banded 
together under the name of the Shareholders' Committee to Remove a Moribund
Management ("SCRMM").  Collectively, the members of SCRMM own, or 
beneficially own, 3,950,956 shares of Common Stock in DDL Electronics, 
Inc., constituting 25.9 percent of the shares entitled to vote at the 
forthcoming Annual Meeting scheduled for May 31.  Of these, members of
SCRMM, collectively, have sole or shared voting power with respect to 
1,939,585 shares, and sole or shared dispositive power over 3,931,056 
shares.  For further information, see Appendix A.

     The members of SCRMM are not corporate gadflies. We are responsible 
business people and investors with a unity of interests with you and most 
of the other shareholders in DDL.  We want DDL to be a successful 
company. We want the stock price to go up.  
     
     SCRMM is offering the shareholders the opportunity to elect
a slate of Directors that will be able to lead DDL in a new direction -- 
upward.  We believe that the urgency of a change is painfully obvious.

     First ask, "What has SCRMM done for DDL to date?" The answer 
is enlightening - members have helped keep DDL alive by providing 
cash and converting millions of dollars in corporate bonds into stock.  
The impact of this group's involvement is telling.  Look at the following 
chart showing the price action of DDL, annotated with SCRMM member's 
actions on behalf of DDL: 
  
CHART
x-axis is stock price
y-axis is a time line      
          
     It is more than fair for you to ask "What exactly will SCRMM do 
for me, a shareholder, if it is successful in its efforts to remove 
those responsible for the mediocre and altogether unimpressive 
performance of DDL over the past three and one-half years?"  Our 
agenda is as follows:

1.   We have put forward a slate of Directors with substantial
business, corporate management, legal and accounting experience, 
both domestic and international, four of whom are substantial 
shareholders in DDL.  We believe that we all share a common interest 
- -- an increase in the value of DDL's stock.

2.   Our slate of Directors will conduct an assessment of DDL's
assets, liabilities and operating position, seeking to generate an 
immediate increase in corporate sales revenues and the elimination of 
any non-productive corporate expenses.

3.   Our slate of Directors will put in place a management team
which will aggressively manage DDL so that you have a chance to 
receive higher returns on your investment in DDL.

4.   Our slate of Directors will work to restore credibility and
develop a following for our company among institutional investors, 
money managers and other professional investors so that the price of 
your shares has a better opportunity to appreciate in value.

5.   Our slate of Directors will reevaluate the lucrative stock
option and restricted stock award benefit plans put in place by the 
current Board of Directors and their management team and, if they so 
determine, propose to stockholders that these plans be significantly 
modified or terminated.

6.   Our slate of Directors will employ their skills and the skills
of other experts to utilize fully our company's assets in a series of 
one or more business combinations which improve the performance of DDL 
and the value of your shares of stock.

7.   As they develop and implement a new strategic plan, our slate of 
Directors will always place your interests as shareholders first.


      WHAT SPECIFIC STEPS ARE NECESSARY TO CHANGE CONTROL
                            OF DDL? 

     Preliminarily, you need to know that the Certificate of
Incorporation and Bylaws of DDL provide for cumulative voting and 
staggered terms for its Directors.  The cumulative voting provision 
permits each stockholder to multiply the number of Directors standing 
for election in each Class by the number of shares of stock that he 
owns, and cast some or all of his votes for any one or more of the 
Directors standing for election in that Class.  The staggered terms for
Directors, sometimes referred to as a "classified" board, means that 
only a portion of the Directors stand for election at any one time; 
in the case of DDL, there are three classes of Directors with members 
of each class serving a three-year term.  

     Staggered terms for Directors is a protective measure designed to 
insulate corporate management from the voting power of the shareholders. 
A classified Board is intended to make it very difficult to effect a 
change in corporate control, i.e. to change a majority of the Board of
Directors.  This may be true even in situations in which the
stockholders represent a clear majority of the outstanding stock of DDL.  

     In this instance, since there are four members on the present
Board, and only two Directors are standing for election this year, 
it is necessary for your fellow stockholders at SCRMM not only to put 
forth its own slate of two Directors in opposition to the re-election 
of management's two candidates but also to amend the Bylaws to expand
the Board to seven members.  If our nominees are also elected to the 
three new seats on the expanded Board, five of the seven members of 
the Board of Directors will be new members. A majority of the Board 
of Directors should have the power to set corporate policy and to guide
corporate management, including any necessary changes in the current 
management team.          
         
         
                   PROXY SOLICITATION; EXPENSES

     Proxies may be solicited by members of SCRMM and their nominees 
by mail, telephone, telecopier and personal solicitation.  Regular 
employees of Fortuna and Karen Brenner Investment Advisor may be used to 
solicit proxies and, if used, will not receive additional compensation 
for this work.  Banks, broker houses and other custodians, nominees and
fiduciaries will be requested to forward the soliciting matter of
SCRMM to their customers for whom they hold shares, and SCRMM will 
reimburse them for their reasonable out-of-pocket expenses.

     SCRMM has retained Beacon Hill Partners, Inc., 90 Broad Street, 
New York, New York, 10004, to assist in the solicitation of proxies.  
SCRMM has agreed to pay Beacon Hill Partners, Inc., a fee of up to 
$14,000, and to reimburse it for its reasonable out-of-pocket expenses. 
Approximately 15 people will be used by Beacon Hill Partners, Inc. in 
its solicitation efforts.  

     The entire expense of preparing, assembling, printing and
mailing this Proxy Statement and related materials, and the cost of 
soliciting proxies for the proposals and nominees endorsed by SCRMM, 
will be borne by SCRMM.  SCRMM estimates that its total expenditures 
relating to the solicitation will be approximately $75,000 (including
professional fees and expenses, but excluding any costs represented 
by salaries and wages of regular employees of Fortuna and Karen Brenner 
Investment Advisor); total expenditures to date have been approximately
$25,000.  There is no written agreement or understanding regarding the 
sharing of expenses by the members of SCRMM.  Most of the cost of this
solicitation is being borne by Fortuna Investment Partners and Richard 
Fechtor, because of their longstanding commitment of money and 
professional reputation to DDL.  The other members of SCRMM have shared 
in the expenses on a more modest basis, by contributing overhead and
personal professional time.  If successful in this proxy contest, SCRMM 
will seek reimbursement from DDL for its actual, documented expenses.  
SCRMM does not intend to seek shareholder approval for such reimbursement 
unless such approval is required under Delaware law.

     
            OTHER MATTERS ON THE ANNUAL MEETING AGENDA

     SCRMM is not aware of any other matters scheduled to be
presented at the Annual Meeting. If any other matters properly come 
before the meeting, the persons named in the enclosed GREEN Proxy Card 
will have discretionary authority to vote all proxies with respect to 
such matters in accordance with their judgment.


                    WHAT SHOULD YOU DO NEXT?
              IT SHOULD BE OBVIOUS . . . JOIN US!

     We strongly urge you to join us by (1) NOT returning the proxy 
cards sent to you by the current Board of Directors of DDL and, more 
importantly, by (2) voting FOR the Shareholders' slate of Director 
nominees by signing, dating, and mailing the enclosed GREEN Proxy Card
today.  It is clearly time for a change.

     We welcome you aboard and should you have any questions on when 
or how to vote your shares, you should feel free to call our proxy 
solicitors at 1-800-755-5001.
     
     Sincerely,

     Your Fellow Shareholders at SCRMM
     May 1, 1995



                            APPENDIX A

     The members of SCRMM are Karen Beth Brenner, Richard Fechtor, 
Don R. Raig, Ronald J. Vannuki, and Fortuna Investment Partners, L.P.  
The discussion below presents the ownership, including beneficial
ownership as defined in Rule 13d-3 promulgated by the Securities and 
Exchange Commission, of DDL stock by members of SCRMM, as well as 
nominees for election to DDL's Board of Directors.

     As of the date of this Proxy Statement, and consistent with
the Rule 13d-3 definition of "beneficial owner", members of SCRMM 
and nominees for the Board of Directors have the following interests
in the stock of DDL Electronics, Inc.:

1.   Karen Beth Brenner is a registered investment advisor at 1300 
Bristol Street, Suite 100, Newport Beach, California 92660, with 
limited discretionary authority over some clients' accounts. Karen Beth
Brenner has acquired a total of 16,400 shares of the Common Stock 
in transactions in four of her retirement plans.  Clients of Brenner 
Investment Adviser purchased a total of 301,605 shares of the Common 
Stock in a series of purchases for a total price of $549,232.  

     In addition, clients of Brenner Investment Adviser acquired
1,139,839 shares of the Common Stock through bond conversion of DDL's 
convertible debt securities in December, 1992 and through exercise on
July 29, 1993 of stock warrants, which had been received in the
conversion.  The total cost of acquiring these convertible securities 
and warrants (which were converted and exercised) was $1,300,024.  The
sources of the funds for these purchases were other funds in the
respective client's accounts, some of which may have been derived from 
then recent sales of other securities.

     Included in the above client group are immediate family members of 
Karen Brenner who have acquired 309,053 shares of the Common Stock for 
a total purchase price of $371,580.  The source of the funds for these 
purchases of the Common Stock were each family member's private funds.

     In summary, Brenner has sole voting power over 16,400 shares, and 
sole dispositive power over 1,441,444 shares.

2.   Richard Fechtor is a registered representative and director of 
Fechtor, Detwiler & Co, Inc., 155 Federal Street, Boston, Massachusetts 
02110, a securities brokerage firm. Richard Fechtor acquired a total
of 443,050 shares (jointly held with spouse Pauline Fechtor) in
transactions to his own account for which he paid a total purchase price 
for these shares of $450,000.  The source of the funds for these purchases 
of the Common Stock were his private funds. 

     In addition, immediate family members of Richard Fechtor, but neither 
dependents nor living in his household, acquired 132,500 shares of the 
Common Stock for a total purchase price of $181,000.  The source of the 
funds for these purchases of the Common Stock were each family member's 
private funds. Fechtor has no power over the voting or disposition of
these shares.

     Clients of Richard Fechtor have acquired a total of 1,889,883
shares of the Common Stock in a series of purchases for a total price 
of $3,307,295.  Mr. Fechtor does not have voting or disposition authority
with respect to DDL shares in these accounts; accordingly, this stock is 
not included among the shares for which Mr. Fechtor is considered to have 
beneficial ownership.    

     Accordingly, Richard Fechtor has shared voting and shared dispositive 
power over 443,050 shares.

3.   Don A. Raig is an attorney-at-law who practices at 555 Saturn 
Boulevard, Suite B-444, San Diego, California 92154. Don A. Raig, as an 
individual, acquired a total of 46,965 shares of the Common Stock 
(21,000 as a joint tenant with Colleen Buskirk) in transactions to his 
own account for a total price of $85,110.  The source of the funds for 
these purchases of the Common Stock were his private funds. 

     Don A. Raig, as the trustee of four private trusts, has also
acquired with funds from said trusts a total of 473,010 shares of 
Common Stock for an aggregate purchase price of $742,628. 

     Accordingly, Raig has sole voting and sole dispositive power
over 519,975 shares. 

4.   Ronald J. Vannuki is a registered representative at Strome Susskind 
Securities, L.P., 100 Wilshire Boulevard, Fifteenth Floor, Santa Monica, 
California 90401.  Mr. Vannuki is also president of Fortuna Capital 
Management, Inc., a California corporation located at the same address, 
and general partner of Fortuna Investment Partners, L.P. ("Fortuna").  
Fortuna, in the course of its business, used a total of $1,414,775 of 
its working capital to acquire 956,660 shares of the Common Stock in 
several separate transactions. 

     Ronald J. Vannuki acquired a total of 3,500  (1,500 as custodian 
for his minor son Randon Vannuki) shares of the Common Stock for which 
he paid $5,244.  The source of the funds for Mr. Vannuki's purchases of 
the Common Stock were funds in his IRA and private funds.  Mr. Vannuki 
has discretionary dispositive authority with respect to a client's 
account which owns 566,427 shares, purchased for an aggregate price of 
$509,784. The client's stock was purchased with the clients personal funds.
     
     In addition, an immediate family member of Ronald J. Vannuki 
acquired 15,150 shares of the Common Stock for a total purchase price 
of $18,938.  The source of the funds for this purchase was the private 
funds of the family member, who does not reside in the same household.  
Mr. Vannuki has no voting or dispositive power over these shares.
     
     Clients of Mr. Vannuki's former brokerage firm, Drake Capital 
Securities, Inc., own 1,241,227 shares of the Common Stock which were 
purchased for the aggregate sum of $1,696,866.  Mr. Vannuki has no
voting or disposition authority over these shares and none of these 
shares is included among those for which Mr. Vannuki is considered to 
have beneficial ownership.

     Accordingly, Fortuna Investment Partners has sole voting and 
dispositive power over 956,660 shares. Mr. Vannuki has sole voting power 
over 3,500 shares and sole dispositive power over 569,927 shares.

5.   Melvin Foster is a lawyer in Boston, Massachusetts. Mr. Foster 
owns 113,000 shares of Common Stock, acquired in a series of purchases 
totalling $169,500.  Additionally, Mr. Foster owns 51,500 shares
in a profit-sharing plan, and 10,000 shares in a Keough Plan, purchased 
for an aggregate price of $92,250.  Mr. Foster, as custodian for his 
minor son, is the beneficial owner of 13,000 shares purchased for
$19,500.

     Mr. Foster has sole voting and sole dispositive power over
187,500 shares.                      

6.   Erven Tallman is a businessman of diverse interests living
in Rancho Mirage, California.  Mr. Tallman owns 152,732 shares of stock, 
acquired in a series of purchases totalling $229,098.  Accordingly, Mr.
Tallman has sole voting and sole dispositive power over 152,732 shares.

7.  Robert G. Wilson is a businessman of diverse interests living
in Vancouver, British Columbia.  Mr. Wilson owns 566,427 shares of 
stock in a discretionary brokerage account, acquired in a series of
purchases totalling $849,641.  Mr. Wilson has sole voting and shared 
dispositive power over 566,427 shares.


     The table below sets forth all Shares purchased or sold by members 
of SCRMM or nominees for the Board of Directors within the past two 
years, the dates on which such purchases were made, and the amount of 
such purchases.

     
Purchases and Sales of DDL Electronics, Inc. During the Last Two Years.
                                

Date Purchased    Number of Shares    Total Cost

Fortuna Investment Partners, L. P.

20-Apr-93
175,000 
$245,875 

20-Apr-93
189,580 
$351,745 

20-May-93
1,000 
$2,040 

20-May-93
500 
$988 

21-May-93
500 
$963 

21-May-93
800 
$1,565 

25-May-93
2,000 
$3,875 

16-Jul-93
20,040 
$54,593 

01-Sep-93
6,200 
$11,960 

03-Sep-93
200 
$435 

03-Sep-93
9,100 
$17,452 

08-Sep-93
100 
$248 

09-Sep-93
600 
$1,180 

10-Sep-93
20,000 
$40,625 

21-Sep-93
1,000 
$1,810 

22-Sep-93
9,000 
$16,045 

30-Sep-93
6,400 
$11,417 

18-Oct-93
20,000 
$33,125 

20-Oct-93
200 
$360 

22-Oct-93
900 
$1,402 

22-Oct-93
16,740 
$25,637 

03-Nov-93
3,000 
$4,615 

04-Nov-93
2,900 
$4,462 

04-Nov-93
3,000 
$4,615 

09-Nov-93
8,600 
$12,108 

17-Nov-93
5,000 
$7,050 

18-Nov-93
1,000 
$1,430 

19-Nov-93
3,600 
$4,633 

30-Nov-93
46,400 
$59,417 

14-Dec-93
5,000 
$6,425 

22-Dec-93
5,400 
$6,262 

29-Dec-93
23,500 
$33,043 

30-Dec-93
6,500 
$9,158 

31-Dec-93
500 
$790 

31-Dec-93
1,500 
$2,133 

31-Dec-93
2,200 
$3,116 

29-Apr-94
5,000 
$6,400 

29-Apr-94
5,000 
$5,775 

13-May-94
25,000 
$21,063 

13-May-94
65,000 
$58,825 

18-May-94
13,000 
$12,578 

18-May-94
5,000 
$5,150 

19-May-94
20,000 
$20,600 

20-May-94
5,000 
$5,150 

23-May-94
10,000 
$10,300 

26-May-94
1,500 
$1,451 

27-May-94
1,000 
$968 

27-May-94
5,000 
$5,775 

27-May-94
14,000 
$14,420 

24-Jun-94
2,000 
$2,310 

24-Jun-94
6,000 
$6,180 

24-Jun-94
10,000 
$9,675 

03-Jan-95
27,800 
$42,534 

12-Jan-95
20,000 
$33,100 

17-Jan-95
2,400 
$3,372 

19-Jan-95
15,000 
$21,950 

19-Jan-95
35,000 
$53,550 

28-Mar-95
15,000 
$19,200 

29-Mar-95
10,000 
$14,050 

30-Mar-95
21,600 
$30,348 

31-Mar-95
20,000 
$28,100 


Vannuki, Clients

30-Jul-93
113,133 
$254,549 


Fechtor Family

19-Apr-93
45,000 
$59,061 

23-Apr-93
75,000 
$131,250 

21-May-93
11,000 
$5,500 

18-Jul-93
3,000 
$2,280 

21-Jul-93
1,000 
$625 

29-Dec-93
2,000 
$3,030 

31-Dec-93
10,000 
$13,834 

31-Mar-94
14,500 
$18,926 

31-May-94
1,000 
$1,030 


Raig

08-Aug-94
249,375 
$374,063 

18-Aug-94
7,000 
$10,500 

02-Oct-94
5,000 
$10,625 

17-Oct-94
9,000 
$17,750 

20-Oct-94
32,500 
$68,563 

21-Oct-94
3,000 
$6,375 

26-Oct-94
8,000 
$16,625 

01-Nov-94
32,700 
$68,525 

02-Nov-94
28,800 
$61,200 

18-Nov-94
5,000 
$8,750 

20-Nov-94
13,000 
$27,625 

21-Nov-94
13,500 
$23,188 

22-Nov-94
5,000 
$8,125 

23-Nov-94
5,000 
$8,125 

25-Nov-94
5,000 
$7,500 

28-Nov-94
10,000 
$14,375 

29-Nov-94
5,000 
$6,875 

16-Dec-94
10,000 
$1,250 

19-Dec-94
5,000 
$6,250 

29-Dec-94
8,100 
$10,988 

30-Dec-94
10,000 
$13,750 

21-Mar-95
30,500 
$34,313 

22-Mar-95
4,200 
$4,988 

24-Mar-95
15,300 
$17,413 


Brenner, Clients

21-Apr-93
800 
$1,050 

21-Apr-93
400 
$537 

06-May-93
16,670 
$25,005 

07-May-93
34,080 
$25,500 

28-May-93
40,440 
$75,827 

23-Jun-93
20,000 
$45,000 

23-Jun-93
12,800 
$24,000 

30-Jun-93
2,000 
$4,502 

30-Jun-93
2,000 
$4,502 

30-Jun-93
2,000 
$4,502 

30-Jun-93
10,000 
$22,502 

27-Jul-93
3,000 
$3,060 

29-Jul-93
33,340 
$50,001 

29-Jul-93
50,010 
$75,015 

11-Aug-93
16,670 
$25,005 

11-Aug-93
2,500 
$5,940 

11-Aug-93
2,500 
$5,940 

11-Aug-93
19,233 
$28,850 

11-Aug-93
60,012 
$90,018 

11-Aug-93
3,334 
$5,001 

30-Aug-93
30,000 
$67,502 

31-Aug-93
5,000 
$11,252 

01-Sep-93
1,500 
$2,888 

03-Sep-93
500 
$1,063 

10-Sep-93
2,500 
$5,002 

13-Sep-93
2,500 
$5,002 

29-Sep-93
10,000 
$18,752 

30-Sep-93
95,000 
$178,125 

01-Oct-93
26,700 
$50,332 

07-Oct-93
5,000 
$9,035 

07-Oct-93
5,000 
$9,035 

26-Oct-93
5,000 
$7,702 

29-Oct-93
52,000 
$84,502 

01-Nov-93
25,000 
$41,877 

29-Nov-93
60,000 
$75,602 

03-Dec-93
26,000 
$36,012 

21-Dec-93
58,000 
$80,332 

29-Dec-93
9,000 
$9,565 

26-Apr-94
2,000 
$2,252 

26-Apr-94
2,000 
$2,252 

07-Jul-94
27,000 
$40,652 

25-Aug-94
4,500 
$6,240 

25-Aug-94
4,500 
$6,240 

22-Nov-94
55,000 
$87,658 


Dates Sold       Number of Shares       Total Proceeds

Vannuki, Clients

20-Apr-93
185,000 
$235,373 

28-Apr-93
30,000 
$56,248 

23-Jun-93
120,000 
$266,248 

14-Jul-93
15,000 
$31,873 

08-Sep-93
20,000 
$39,598 

09-Sep-93
30,000 
$60,000 

14-Sep-93
20,000 
$39,080 

17-Sep-93
10,000 
$18,748 

23-Sep-93
2,000 
$3,748 

22-Sep-93
10,000 
$18,123 

29-Sep-93
45,300 
$83,685 

04-Oct-93
12,200 
$22,804 

20-Oct-93
1,800 
$3,694 

25-Oct-93
16,000 
$26,000 


Fechtor Family

05-Aug-94
5,000 
$7,456 

09-Aug-94
1,000 
$1,469 


Brenner, Clients

19-Apr-94
4,000 
$3,998 

14-Jul-94
27,000 
$40,347 

18-Aug-94
4,000 
$5,477 

18-Aug-94
5,000 
$6,846 

13-Sep-94
500 
$840 

13-Sep-94
2,000 
$3,359 

13-Sep-94
1,500 
$2,519 

25-Oct-94
12,800 
$23,001 

25-Oct-94
9,000 
$16,173 

25-Oct-94
1,000 
$1,797 

28-Oct-94
25,000 
$49,998 

04-Nov-94
25,000 
$49,998 

06-Jan-95
55,000 
$89,373 

         
         As of the date of this Proxy Statement, May 1, 1995, no
shares have been purchased after the Record Date.

         Except as otherwise set forth in this Appendix A, neither
SCRMM nor any of its members nor any "associate" of any of the 
foregoing persons or any other person who may be deemed a "participant" 
in the Proxy Solicitation is the beneficial or record owner of any
Shares.  Except as otherwise set forth in this Appendix A, neither 
SCRMM nor any of its members nor any "associate" of any of the 
foregoing persons or any other person who may be deemed a "participant" 
in the Proxy Solicitation has purchased or sold any Shares within the 
past two years, borrowed any funds for the purpose of acquiring or 
holding any Shares or is or was within the past year a party to any
contract or arrangement or understanding with any person with respect 
to any Shares.  There has not been any transaction since the beginning 
of DDL's last fiscal year, and there is not currently any proposed
transaction to which DDL is a party, in which SCRMM or any of its 
members or any "associate" or immediate family member of any of the 
foregoing persons or any other person who may be deemed a
"participant" in the Proxy Solicitation had or will have a direct 
material interest including, without limitation, any understanding 
with respect to future employment or any future transaction to which the
registrant or any of its affiliates is a party.



                         [ Back Page ]
                                
                                
                           IMPORTANT
                                
         Your vote is important.  No matter how many or how few DDL 
shares you own, please vote FOR the Committee's nominees by signing, 
dating and mailing the enclosed GREEN Proxy Card today.  SCRMM urges 
you NOT to return any proxy cards sent to you by the Board of Directors 
of DDL.

         If you have already returned a Board of Directors' proxy
card before receiving this Proxy Statement, you have every right to 
change your vote by signing and returning the enclosed GREEN Proxy Card.  
Only your latest dated, properly executed proxy will count at the
Annual Meeting.

         If you own your DDL Shares in the name of a brokerage
firm, your broker cannot vote such Shares unless he receives your 
specific instructions.  Please sign, date and return the enclosed 
GREEN Proxy Card in the postage-paid envelope that has been provided.

         If you have any questions about how to vote your DDL
shares, please call our proxy solicitor: 


                       Beacon Hill Partners
                         90 Broad Street
                        New York, NY 10004
                    Telephone: 1-800-755-5001


                           APPENDIX B

PROXY CARD

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE SHAREHOLDER 
COMMITTEE TO REMOVE A MORIBUND MANAGEMENT
DDL ELECTRONICS, INC.
ANNUAL MEETING OF SHAREHOLDERS, MAY 31, 1995


The undersigned, revoking all proxies heretofore given, hereby
appoints Karen Beth Brenner, Richard Fechtor and Ronald J. Vannuki 
as Proxies (each of them with full power to act without the other), 
each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, the proposals which 
are more fully set forth in the Proxy Statement of the DDL Shareholders 
Committee to Remove A Moribund Management (receipt of which is hereby 
acknowledged) all shares of Common Stock of DDL Electronics, Inc. (the
"Company") held of record by the undersigned on April 17 at the 
Annual Meeting of Shareholders to be held on May 31, 1995, or at any 
adjournment or postponement thereof.

DDL SHAREHOLDERS COMMITTEE TO REMOVE A MORIBUND MANAGEMENT ("SCRMM")
RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS LISTED BELOW

1.  Election of Class II Directors to continue in office until 1997

_____ FOR electing the nominees listed below, subject to the
right of the Proxies, in their discretion, to cumulate votes 
(except as marked to the contrary below).

_____ WITHHOLD AUTHORITY to vote for all nominees listed below.

SCRMM Class II Nominees: Bernee D. L. Strom and Erven Tallman.

(Instruction -- to withhold authority to vote for any individual
nominee, write that nominee's name on the line below)

____________________________________________

2.  Amendment of Section 3.02 of the Bylaws to set the membership of 
the Board of Directors at not less than seven (7), effective 
immediately upon adoption:

_____ FOR       _____ AGAINST       _____ ABSTAIN

3.  Assuming the adoption of Proposal No. 2, the election of two
new Class I Directors to continue in office until 1996, and one new 
Class III Director to continue in office until 1995.

_____ FOR electing the nominees listed below, subject to the
right of the Proxies, in their discretion, to cumulate votes 
(except as marked to the contrary below).

_____ WITHHOLD AUTHORITY to vote for all nominees listed below.

SCRMM Class I Nominees: Melvin Foster and Robert G. Wilson
SCRMM Class III Nominee: Don A. Raig.

(Instruction -- to withhold authority to vote for any individual
nominee, write that nominee's name on the line below)

____________________________________________

This proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder(s).  If no direction is made, 
this proxy will be voted FOR each of the listed proposals and nominees.  
In their discretion, the Proxies are authorized to vote upon such other 
matters as may come before the meeting or any adjournment thereof.

Date:____________________, 1995

X_________________________

X_________________________
Signature of Shareholder(s)

Please sign exactly as your name appears.  For shares in the
name of more than one person, each holder should sign.  When 
signing as attorney, administrator, executor, guardian, trustee, 
or custodian, please write in your full title as such.  If signing 
as a corporation, please indicate the signer's title.