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                        SECOND AMENDMENT TO THIRD AMENDED
                           AND RESTATED LOAN AGREEMENT


         This Second Amendment to Third Amended and Restated Loan Agreement (the
"Amendment") dated as of November 3, 1995, is between Bank of America National
Trust and Savings Association (the "Bank") and Ducommun Incorporated (the
"Borrower").

                                    RECITALS

         A. The Bank and the Borrower entered into that certain Third Amended
and Restated Loan Agreement dated as of January 20, 1995, as amended June 30,
1995 (the "Agreement").

         B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

         1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.

         2. Amendments. The Agreement is hereby amended as follows:

         2.1 Paragraph 7.8(b) of the Agreement shall be amended to read in full
as follows:

                           "(b) Additional debts incurred with respect to
                  purchase money or capitalized lease obligations for capital
                  expenditures after 9/30/95 not to exceed in outstandings an
                  aggregate principal amount of Three Million Dollars
                  ($3,000,000) at any one time."

         2.2 Paragraph 7.9(i) of the Agreement shall be amended to read in full
as follows:

                           "(i) Purchase money Liens securing obligations
                  incurred in connection with purchases or capitalized leases
                  permitted by paragraph 7.8(b), provided that such Liens shall
                  be limited to the item or items being so purchased or leased."

         2.3 The following shall be added to Paragraph 7.11 of the Agreement as
new Paragraph 7.11(d):



                                   Exhibit 4.5



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                           "(d) Conversion or exchange of any portion of the
                  Subordinated Debt to common stock of the Borrower, and the
                  payment to the holders of such Subordinated Debt of a premium
                  not exceeding $0.15 for each dollar of such Subordinated Debt,
                  provided that the aggregate payment for all such premiums in
                  any twelve-month period may not exceed One Million Dollars
                  ($1,000,000). Prior to each premium payment, the Borrower
                  shall provide to the Bank a certificate executed by an officer
                  of the Borrower who is authorized to do so, indicating the
                  amount of premium to be paid per dollar of Subordinated Debt
                  that is being converted or exchanged and the aggregate amount
                  of the premium payment, and certifying that, giving effect to
                  the payment of that premium, no defaults exists under this
                  Agreement."

         3. Representations and Warranties. When the Borrower signs this
Agreement, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement are
true as of the date of this Amendment as if made on the date of this Amendment,
(c) this Amendment is within the Borrower's powers, has been duly authorized,
and does not conflict with any of the Borrower's organizational papers, and (d)
this Agreement does not conflict with any law, agreement, or obligation by which
the Borrower is bound.

         4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect.

         This Amendment is executed as of the date stated at the beginning of
this Amendment.

                                            BANK OF AMERICA NATIONAL TRUST
                                            AND SAVINGS ASSOCIATION




                                            By:________________________________
                                               J. Thomas Fagan
                                               Vice President



                              (signatures continue)



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                                            DUCOMMUN INCORPORATED



                                            By:________________________________
                                               Joseph C. Berenato
                                               Executive Vice President, Chief
                                               Operating Officer and Chief
                                               Financial Officer



                                            By:__________________________
                                               James S. Heiser
                                               Vice President and 
                                               Secretary



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