DeCrane Aircraft Holdings, Inc.
Ticker:DAHX 155 Montrose West Avenue
Exchange:NASDAQ-National Market Copley, OH 44321
Industry:Manufacturing (SIC Code 3728) (330) 668-3061

Offering Information
Type of Shares:Common Shares Filing Date:1/17/97
U.S. Shares:2,797,423 Offer Date:4/16/97
Non-U.S. Shares:0 Filing Range:$12.00 - $13.50
Primary Shares:2,797,423 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $35,667,143 Selling:$0.47
Expenses:$1,387,500 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Schroder Wertheim & Company, IncorporatedLead Manager (212) 492-6900
Dean Witter ReynoldsCo-manager (212) 392-3223

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Spolin & Silverman
Bank's Law Firm: Milbank, Tweed, Hadley & McCloy
Auditor: Price Waterhouse
Registrar/Transfer Agent: State Street Bank and Trust Company

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$55.84$43.06$42.27Assets:$54.23
Net Income:-$4.00-$1.94-$1.99Curr Assets:
EPS:-$1.47-$0.71Liabilities:$46.44
Prior EPS:$3.09$2.11Curr Liabilities:
Cash Flow/Oper:$1.46Equity:$7.79
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a manufacturer of avionics components and a provider of avionics systems integration services in certain niche markets of the commercial aircraft industry. The products and services offered by the company are utilized primarily in commercial aircraft to connect, support and/or integrate various avionics systems, including cabin management, in-flight entertainment and passenger telecommunications systems. The company's targeted markets consist of commercial aircraft and avionics original equipment manufacturers, the commercial aircraft retrofit market and the commercial aircraft aftermarket. The company also sells products and services to the military aircraft market. The company seeks to maximize its sales by emphasizing the complementary nature of its products and services. Components manufactured by the company include: (I) contacts; (ii) connectors; (iii) harness assmeblies; and (iv) avionics support structures.

Competition
The company competes with a number of established companies that have significantly greater financial, technological and marketing resources than the company. The company believes that its ability to compete depends on high product performance, short lead-time and timely delivery, competitive price, and superior customer service and support.The niche markets within the aircraft industry served by the company are relatively fragmented with several competiors for each of the products and services probided by the ocmpany. Due to the global nature of the commercial airline industry, competition in these categories comes from both U.S. and foreign companies. However, the company knows of no single competitor that provides the same range of products and services as those provided by the company. The company's principal competitors in contacts and connectors are large and diversified coprorations which produce a broad range of products. The company's principal competitor in the contact market is Deutch Engineered Connecting Devices, a division of the Deutch Co. In the connector market, the company's principal competitors include ITT Canon, AMP and Radiall S.A. Several of these companies are also customers of the ocmpany. The company's principal competitors for avionics support structures include smaller companies such as Barry Controls, Inc., Electronic Cable Specialists and Vibrachoc, a subsidiary of Compagnie Generale d'Electricite. The main competitor for dichroic LCD devices is Cristalloid, Inc. Competitors which provide systems integration services include ECS, the engineering departments of certain airlines and numerous independent airframe maintenance and modification companies.

Business Plan
The company's principal strategy is to establish and expand leading positions in high-margin, niche markets within the commercial aircraft industry, with a focus on the manufacture of avionics components and the integration of avionics systems. The company seeks to achieve these leading positions while maintaining a balance of revenues among the OEM market, the retrofit market and the aftermarket. The company believes that such a strategy will position it for growth over an entire commercial aircraft industry economic cycle. Specifically, the company seeks to: (I) Capitalize on Growth in Commercial Aircraft Production, (ii) Exploit Increased Demand for Cabin Avionics Systems, (iii) Expand and Diversify Systems Integration Services, (iv) Complete Additional Strategic Acquisitions and (v) Capitalize o Complementary Products and Services.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain indebtedness.

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