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                                  EXHIBIT 99.2

                                     FORM OF
                             LETTER TO STOCKHOLDERS















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                       [DUCOMMUN INCORPORATED LETTERHEAD]


                                February __, 1999


Dear Ducommun Stockholder:

                     The Board of Directors of Ducommun Incorporated has adopted
a Stockholder Rights Plan intended to help assure that all stockholders would
receive fair treatment in the event of any threatened hostile acquisition of the
Company. A summary of the Stockholder Rights Plan is enclosed for your
information. NO ACTION ON YOUR PART IS REQUIRED AT THIS TIME. YOU WILL BE
NOTIFIED IF THE RIGHTS ARE EVER TRIGGERED AND BECOME EXERCISABLE.

                     The Rights Plan has been adopted to protect the interests
of our stockholders and to assist the Board of Directors in responding properly
and effectively on behalf of the stockholders in the event of any hostile or
coercive takeover attempt of the Company. The Rights Plan is not being adopted
in response to any takeover attempt; rather, the Rights Plan is an attempt to
provide the Board of Directors with adequate time and a full opportunity to
consider any and all alternatives to such hostile action.

                     It is worth noting that over 2,000 public United States
companies have already adopted comparable rights plans.

                     The Rights will expire (unless previously triggered) on
February 17, 2009 and, in certain circumstances, are subject to amendment or to
redemption at $.001 per Right by the Board. The adoption of the Ducommun Rights
Plan does not weaken the financial strength of the Company or interfere with its
business plans. The issuance of the Rights has no dilutive effect and will not
affect earnings per share or change the way in which you can presently trade the
Company's shares.

                     In adopting the Rights Plan, the Board has expressed its
confidence in the future and its determination that our stockholders be given
every opportunity to participate fully in that future. As always, our primary
obligation is to enhance stockholder values.

                     We appreciate your continuing support. Thank you.



                                        Sincerely,



                                        Joseph C. Berenato
                                        Chief Executive Officer

Enclosure



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