DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		95-0693330
(State or other jurisdiction of		I.R.S. Employer
incorporation or organization)		Identification No.

111 West Ocean Boulevard, Suite 900, Long Beach, California 90802

(Address of principal executive offices)                              (Zip Code)

(562) 624-0800

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

						Page
Part I.		Financial Information
		Item 1.		Financial Statements
				Consolidated Balance Sheets at June 29, 2002 and December 31, 2001		3
				Consolidated Statements of Income for Three Months Ended June 29, 2002 and June 30, 2001		4
				Consolidated Statements of Income for Six Months Ended June 29, 2002 and June 30, 2001		5
				Consolidated Statements of Cash Flows for Six Months Ended June 29, 2002 and June 30, 2001		6
				Notes to Consolidated Financial Statements		7-10
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		11-18
		Item 3.		Quantitative and Qualitative Disclosure About Market Risk		19
Part II.		Other Information
		Item 4.		Submission of Matters to a Vote of Security Holders		20
		Item 6.		Exhibits and Reports on Form 8-K		20
		Signatures				21

		June 29, 2002			December 31, 2001
ASSETS
Current Assets:
Cash and cash equivalents		$	465		$	2,422
Accounts receivable (less allowance for doubtful accounts of $469 and $1,243)			29,005			29,921
Inventories			45,147			45,069
Deferred income taxes			6,386			5,664
Prepaid income taxes			391			134
Other current assets			3,817			3,864
Total Current Assets			85,211			87,074
Property and Equipment, Net			64,353			66,947
Deferred Income Taxes			1,468			160
Excess of Cost Over Net Assets Acquired (Net of Accumulated Amortization of $14,204 and $14,204)			55,532			59,165
Other Assets			2,536			2,729
		$	209,100		$	216,075
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt		$	1,967		$	3,160
Accounts payable			16,408			17,599
Accrued liabilities			23,986			24,778
Total Current Liabilities			42,361			45,537
Long-Term Debt, Less Current Portion			40,464			49,138
Deferred Income Taxes			2,688			2,688
Other Long-Term Liabilities			3,514			4,110
Total Liabilities			89,027			101,473
Commitments and Contingencies
Shareholders’ Equity:
Common stock – $.01 par value; authorized 35,000,000 shares; issued 9,836,606 shares in 2002 and 9,695,458 shares in 2001			98			97
Additional paid-in capital			37,506			35,913
Retained earnings			82,469			78,592
Total Shareholders’ Equity			120,073			114,602
		$	209,100		$	216,075

		For Three Months Ended
		June 29,           2002				June 30,           2001
Net Sales		$	58,080			$	50,463
Operating Costs and Expenses:
Cost of goods sold			44,879				36,836
Selling, general and administrative expenses			8,598				6,966
Goodwill amortization expense			—				869
Total Operating Costs and Expenses			53,477				44,671
Operating Income			4,603				5,792
Interest Expense			(467	)			(526	)
Income Before Taxes			4,136				5,266
Income Tax Expense			(1,489	)			(2,001	)
Net Income			2,647				3,265
Basic Earnings Per Share		$	0.27			$	0.34
Diluted Earnings Per Share		$	0.26			$	0.33
Weighted Average Number of Common Shares
Outstanding:
Basic earnings per share			9,802				9,667
Diluted earnings per share			10,040				9,763

		For Six Months Ended
		June 29, 2002				June 30, 2001
Net Sales		$	114,317			$	98,924
Operating Costs and Expenses:
Cost of goods sold			88,033				72,843
Selling, general and administrative expenses			15,611				13,442
Goodwill amortization expense			—				1,588
Total Operating Costs and Expenses			103,644				87,873
Operating Income			10,673				11,051
Interest Expense			(982	)			(906	)
Income Before Taxes			9,691				10,145
Income Tax Expense			(3,489	)			(3,855	)
Income Before the Effect of Accounting Change			6,202				6,290
Cumulative Effect of Accounting Change, Net of Tax			(2,325	)			—
Net Income		$	3,877			$	6,290
Basic Earnings Per Share:
Income before the effect of accounting change		$	0.64			$	0.65
Cumulative effect of accounting change			(0.24	)			—
Basic earnings per share		$	0.40			$	0.65
Diluted Earnings Per Share:
Income before the effect of accounting change		$	0.63			$	0.65
Cumulative effect of accounting change			(0.24	)			—
Diluted earnings per share		$	0.39			$	0.65
Weighted Average Number of Common Shares Outstanding:
Basic earnings per share			9,753				9,641
Diluted earnings per share			9,913				9,730

		For Six Months Ended
		June 29, 2002				June 30, 2001
Cash Flows from Operating Activities:
Net Income		$	3,877			$	6,290
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
Depreciation and amortization			4,087				4,792
Deferred income tax provision			(2,030	)			(42	)
Income tax benefit related to the exercise of nonqualified stock options			648				140
Cumulative effect of accounting change, net of tax			2,325				—
Changes in Assets and Liabilities:
Accounts receivable			916				(5,766	)
Inventories			(78	)			(734	)
Other assets			(17	)			(1,601	)
Accounts payable			(1,191	)			77
Accrued and other liabilities			(80	)			(1,428	)
Net Cash Provided by Operating Activities			8,457				1,728
Cash Flows from Investing Activities:
Purchase of Property and Equipment			(1,493	)			(3,688	)
Acquisition of business			—				(48,230	)
Net Cash Used in Investing Activities			(1,493	)			(51,918	)
Cash Flows from Financing Activities:
Net (Repayment) Borrowings of Long-Term Debt			(9,867	)			49,962
Net Proceeds Related to Stock Options Exercised			946				275
Net Cash (Used in) Provided by Financing Activities			(8,921	)			50,237
Net (Decrease) Increase in Cash and Cash Equivalents			(1,957	)			47
Cash and Cash Equivalents – Beginning of Period			2,422				100
Cash and Cash Equivalents – End of Period		$	465