SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549
                                        
                                        
                                    FORM 10-Q
(Mark One)
    _X_  Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27 1996   or

    ___  Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
     For the transition period from ______________ to _______________

     COMMISSION FILE NUMBER 0-16059

                                        
                               JASON  INCORPORATED
             (Exact name of registrant as specified in its charter)


          WISCONSIN                                      39-1756840
  (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)


           411 EAST WISCONSIN AVENUE, SUITE 2500, MILWAUKEE, WI  53202
                    (Address of principal executive offices)
                                        
                                        
                                 (414) 277-9300
              (Registrant's telephone number, including area code)
                                        
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes   _X_            No   ___


On September 27, 1996 there were outstanding 20,139,673 shares of the 
Registrant's $.10 par value common stock.

                                        
                               
         
                               JASON INCORPORATED
                                        
                                   FORM 10-Q
                                        
                               SEPTEMBER 27, 1996
                                        
                                    INDEX


PART I.  FINANCIAL INFORMATION                                      PAGE NO.

Statements of Income for the Three Months
  Ended September 27, 1996 and September 29, 1995 ................      3

Statements of Income for the Nine Months
  Ended September 27, 1996 and September 29, 1995 ................      4

Balance Sheets as at September 27, 1996 and 
  December 29, 1995 ..............................................      5

Statements of Cash Flows for the Nine Months
  Ended September 27, 1996 and September 29, 1995 ................      6

Notes to Financial Statements ....................................   7 - 8

Management's Discussion and Analysis of
  Results of Operations and Financial Condition ..................   9 - 12


PART II.  OTHER INFORMATION

Item 1 Legal Proceedings .........................................     13

Item 2 Changes in Securities .....................................     13

Item 3 Defaults Upon Senior Securities ...........................     13

Item 4 Submission of Matters to a Vote of
          Security Holders .......................................     13

Item 5 Other Information .........................................     13

Item 6 (a)  Exhibits .............................................     13

       (b)  Reports on Form 8-K ..................................     13

Signatures .......................................................     13
                                        
                                        
                                        










<TABLE>
<CAPTION>


                             JASON INCORPORATED
                            STATEMENTS OF INCOME

            (Dollars In Thousands, Except Earnings Per Share)
            -------------------------------------------------




                                            FOR THE THREE MONTHS ENDED
                                       -----------------------------------
                                       SEPTEMBER 27,         SEPTEMBER 29,
                                           1996                  1995
                                       -------------        --------------
                                                   (UNAUDITED)
                                                   -----------

<S>                                 <C>                  <C>
NET SALES                            $  106,730               $   96,453

COST OF SALES                            85,408                   77,450
                                        -------                  -------
  Gross Profit                           21,322                   19,003

SELLING AND ADMINISTRATIVE EXPENSES      15,266                   14,046
                                        -------                  -------
  Operating Income                        6,056                    4,957

INTEREST EXPENSE                          2,396                    2,579

OTHER EXPENSE                                58                       43
                                        -------                  -------
  Income Before Income Taxes              3,602                    2,335

PROVISION FOR INCOME TAXES                1,332                      929
                                        -------                  -------
NET INCOME                           $    2,270               $    1,406
                                        =======                  =======

NET INCOME PER SHARE                 $     0.11               $     0.07
                                        =======                  =======

AVERAGE SHARES OUTSTANDING           20,604,000               20,691,000
                                     ==========               ==========


</TABLE>









<TABLE>
<CAPTION>


                             JASON INCORPORATED
                            STATEMENTS OF INCOME

             (Dollars In Thousands, Except Earnings Per Share)
             -------------------------------------------------




                                              FOR THE NINE MONTHS ENDED
                                        -----------------------------------
                                        SEPTEMBER 27,         SEPTEMBER 29,
                                            1996                  1995
                                        -------------         -------------
                                                   (UNAUDITED)
                                                   -----------

<S>                                 <C>                  <C>
NET SALES                             $  322,395                $  312,352

COST OF SALES                            256,501                   246,028
                                         -------                   -------
  Gross Profit                            65,894                    66,324

SELLING AND ADMINISTRATIVE EXPENSES       45,845                    44,380
                                         -------                   -------
  Operating Income                        20,049                    21,944

INTEREST EXPENSE                           7,166                     7,521

OTHER (INCOME) EXPENSE                         2                       249
                                         -------                   -------
  Income Before Income Taxes              12,881                    14,174

PROVISION FOR INCOME TAXES                 5,136                     5,889
                                         -------                   -------
NET INCOME                            $    7,745                $    8,285
                                         =======                   =======

NET INCOME PER SHARE                  $     0.38                $     0.40
                                         =======                   =======

AVERAGE SHARES OUTSTANDING            20,571,000                20,653,000
                                      ==========                ==========

                                        

</TABLE>








<TABLE>
<CAPTION>
 




                                          JASON INCORPORATED
                                            BALANCE SHEETS

                                        (Dollars in Thousands)
                                        ----------------------

                                              SEPTEMBER 27,        DECEMBER 29,
                                                  1996                1995
                                              -------------        ------------
                                               (Unaudited)
ASSETS                                         -----------
------
<S>                                         <C>                   <C>
Current Assets
  Cash                                      $       1,992          $      1,890
  Accounts Receivable                              71,799                54,819
  Inventories (Note 3)                             35,490                35,602
  Costs And Earnings In Excess Of
   Billings On Uncompleted Contracts               17,672                 9,999
  Deferred Income Taxes                             8,045                 8,045
  Other Current Assets                              6,301                 4,179
                                                 --------              --------
    Total Current Assets                          141,299               114,534
                                                 --------              --------
Property, Plant and Equipment
  Cost                                            137,017               124,322
  Less - Accumulated Depreciation                 (64,350)              (55,512)
                                                 ---------             ---------
    Net Property, Plant and Equipment              72,667                68,810
                                                 --------              --------
Intangible Assets                                  90,759                94,171
Other Assets                                        1,820                 2,012
                                                 --------              --------
                                            $     306,545          $    279,527
                                                 ========              ========


















                                          JASON INCORPORATED
                                            BALANCE SHEETS

                                        (Dollars In Thousands)
                                        ----------------------

                                              SEPTEMBER 27,        DECEMBER 29,
                                                  1996                1995
                                              -------------        ------------
                                               (Unaudited)
                                               -----------


LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities 
  Current Portion of Long-Term Debt         $       3,250          $      3,386
  Accounts Payable                                 31,159                27,361
  Accrued Compensation & Employee Benefits         11,924                12,553
  Accrued Warranty                                  3,836                 3,289
  Accrued Interest                                  2,289                 1,275
  Accrued Income Taxes                                229                 1,968
  Other Current Liabilities                         8,198                 8,037
  Billings In Excess Of Costs And              
   Earnings On Uncompleted Contracts               16,109                 8,995
                                                 --------              --------
    Total Current Liabilities                      76,994                66,864

Revolving Loan                                     35,840                27,010
Other Long-Term Debt                               83,057                83,057
Deferred Income Taxes                               8,708                 8,062
Other Long-Term Liabilities                         1,993                 2,448
Postemployment & Postretirement Health
 And Other Benefits                                 5,942                 5,868
                                                 --------              --------
    Total Liabilities                             212,534               193,309
                                                 --------              --------

Commitments and Contingencies                     ---                    ---

SHAREHOLDERS' EQUITY
--------------------
Common Stock & Additional
  Contributed Capital                              34,619                34,535
Retained Earnings                                  59,502                51,757
Foreign Currency Translation Adjustment              (110)                  (74)
                                                 ---------             ---------
    Total Shareholders' Equity                     94,011                86,218
                                                 --------              --------
                                            $     306,545          $    279,527
                                                 ========              ========
</TABLE>








<TABLE>
<CAPTION>


                                         JASON INCORPORATED
                                      STATEMENTS OF CASH FLOWS
                                       (Dollars in Thousands)



                                                       For The Nine Months Ended
                                                       -------------------------
                                                        September     September 
                                                        27, 1996      29, 1995
                                                        ---------     ---------
                                                              (UNAUDITED)
                                                              -----------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Income                                            $    7,745    $   8,285
  Adjustments To Reconcile Net Income To Net Cash
   Provided By Operating Activities:
      Depreciation                                           9,287        9,701
      Amortization                                           4,215        4,483
      Deferred Income Taxes                                    646         (797)
    Increase (Decrease) In Cash, Excluding Effects Of
    Acquisitions, Due To Changes In:
      Accounts Receivable                                  (16,980)      (1,134)
      Inventories                                              112       (1,266)
      Cost And Earnings In Excess Of Billings
       On Uncompleted Contracts                             (7,673)      (9,165)
      Other Current Assets                                  (2,122)       5,468
      Other Assets                                            (611)         878
      Accounts Payable                                       3,798       (1,661)
      Accrued Compensation & Employee Benefits                (629)        (126)
      Accrued Warranty                                         547       (1,571)
      Accrued Interest                                       1,014        1,352
      Accrued Income Taxes                                  (1,739)        (311)
      Billings In Excess Of Costs And Earnings
       On Uncompleted Contracts                              7,114       (6,332)
      Other Liabilities                                       (220)         904
                                                            -------      -------
        Total Adjustments                                   (3,241)         423
                                                            -------      -------
Net Cash Provided By Operations                              4,504        8,708
                                                            -------      -------













                                         JASON INCORPORATED
                                      STATEMENTS OF CASH FLOWS
                                       (Dollars In Thousands)


                                                       For The Nine Months Ended
                                                       -------------------------
                                                        September     September
                                                        27, 1996      29, 1995
                                                        ---------     ---------
                                                              (UNAUDITED)


CASH FLOWS FROM INVESTING ACTIVITIES

      Acquisition Of Net Assets                                         (45,123)
      Acquisition Of Property, Plant And Equipment         (13,178)     (11,827)
      Disposal Of Property, Plant And Equipment - Net           34          232
      Other Net                                                (36)          42
                                                           --------     --------
Net Cash Used For Investing Activities                     (13,180)     (56,676)
                                                           --------     --------
Net Cash Used Before Financing Activities                   (8,676)     (47,968)
                                                            -------     --------

CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds From Revolving Loan                          98,070      108,818
      Repayments Of Revolving Loan                         (89,240)     (98,118)
      Proceeds (Repayments) Of Other Long Term Debt           (136)      19,293
      Proceeds From Convertible Notes                                    17,057
      Issuance Of Common Stock - Net                            84          134
                                                            -------      -------
Net Cash Provided By Financing Activities                    8,778       47,184
                                                            -------      -------
Net Increase (Decrease) In Cash                                102         (784)
      Cash Beginning of Period                               1,890        1,069
                                                            -------      -------
      Cash End of Period                                $    1,992   $      285
                                                            =======      =======
      Cash Paid For:

      Interest                                               6,073        6,014
      Income Taxes                                           6,231        6,946

</TABLE>

                                        












                               JASON INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - BASIS OF FINANCIAL STATEMENTS

The Company operates in three primary business segments:  power generation
products, motor vehicle products, and industrial products.  Power generation
products include the design and manufacture of silencing equipment, waste heat
recovery boilers, and other auxiliary equipment for the gas turbine and other
industries and the design and fabrication of electromagnetic shielding products
for medical and other electronic equipment applications.  Motor vehicle products
include the manufacture and marketing of nonwoven needled fiber insulation,
mastic insulation, dielectric padding and other interior trim products primarily
for the automotive industry but also for furniture and industrial uses, plus
seating products for motorcycles, construction, agricultural and lawn/turf care
equipment.  Industrial products include the manufacture and marketing of
industrial brushes, buffing wheels and compound used by manufacturers to finish
a wide variety of manufactured products, plus the manufacture and marketing of
precision components such as precision stampings, wire form components and
expanded metal products.

The financial statements at September 27, 1996 and September 29, 1995 and for 
the three and nine month periods then ended are unaudited, however, in the 
opinion of management, all adjustments (consisting only of normal recurring 
accruals) necessary for a fair presentation of the financial position at these 
dates and the results of operations and cash flows for these periods have been 
included.  The results for the three and nine month periods ended September 27, 
1996 are not necessarily indicative of the results that may be expected for the 
full year or any other interim period.

Earnings per share are computed using the weighted average number of common and
common equivalent shares outstanding during the period.  The weighted average
number of common and common equivalent shares outstanding during the third
quarters of 1996 and 1995 amounted to 20,604,000 and 20,691,000, respectively.
The weighted average number of common and common equivalent shares outstanding
during the first nine months of 1996 and 1995 amounted to 20,571,000 and
20,653,000, respectively.  Shares issuable under employee stock option plans are
included in the earnings per share computations for all periods presented.





















NOTE 2 - ACQUISITIONS


On January 3, 1995, the Company completed the acquisition of Milsco
Manufacturing company for $45.5 million, including acquisition costs.  Milsco is
a designer and manufacturer of seating for motorcycles, construction equipment,
agricultural equipment and lawn/turf care equipment.

The aforementioned acquisition has been accounted for using the purchase method
and, as such, the operating results have been included in the Company's
financial statements since the acquisition date.




NOTE 3 - INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market and
consisted of the following (in thousands of dollars):

                         SEPTEMBER 27,    DECEMBER 29,
                             1996             1995
                         ------------     ------------
                         (Unaudited)

Raw materials            $17,583            $18,134
Work in process            5,465              4,519
Finished goods            12,442             12,949
                         -------            -------
                         $35,490            $35,602
                         =======            =======


                                        
                                        























                               JASON INCORPORATED
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

Three months ended September 27, 1996 compared to the three months ended 
September 29, 1995:

Sales for the three months ended September 27, 1996 increased by 11% from 
$96,453,000 for the three months ended September 29, 1995 to $106,730,000.  
Sales of power generation products increased by 18% from $31,309,000 to 
$37,012,000.  Sales of motor vehicle products increased by 12% from $33,337,000 
to $37,176,000.  Sales of industrial products increased by 2% from $31,807,000 
to $32,542,000.

The higher power generation sales for the third quarter of 1996 compared to last
year was a result of a higher power generation backlog at the beginning of the 
third quarter of 1996 which was $101 million compared to $74 million a year 
earlier.  Bookings in the third quarter of 1996 of $30 million were up 50% 
compared to $20 million in the third quarter of 1995.  Sales in the third 
quarter of 1996 of $37 million compared to $31 million in the third quarter of
1995 leaving a backlog at the end of the third quarter of 1996 of $94 million 
compared to $63 million a year ago.  With this significant increase in backlog,
management believes power generation sales for the remainder of the year will 
exceed that of last year.

The higher motor vehicle products sales were a result of the U.S. automobile
industry building 7% more vehicles in the third quarter of 1996 than they did
last year.  In addition, an increase in the sales of the Company's Marabond_ 
moldable insulation product created greater content per vehicle and resulted in
an 11% increase in sales of the Company's automotive products.  Sales for Milsco
also increased in the third quarter compared to last year due to higher sales
of original equipment and parts and accessories items for Harley-Davidson as 
well as higher sales of lawn and turf care and agricultural equipment.  The U.S.
automotive industry has announced a production schedule for the fourth quarter
of 1996 that is above the production level in the fourth quarter of 1995.  
Dealer inventories are down to 60 days compared to 68 days at the end of the 
third quarter of 1995.  Whether or not the industry will build the number of 
units called for in the schedule depends on retail vehicle sales during the 
fourth quarter.

Industrial products sales in the third quarter of 1996 were up compared to last
year with the Osborn brush and JacksonLea buff and compound businesses and the
Koller expanded metal, wire form, stamped components and assembled products
operations all showing increases in the quarter compared to last year.  With the
improvement in the economy, it is expected that sales for the industrial
products segment for the fourth quarter will be up compared to the prior year.

Operating income declined in the third quarter of 1996 from $4,957,000 in the
third quarter of 1995 to $6,056,000.

Operating income for the power generation products segment declined from
$1,944,000 in the third quarter of 1995 to $1,572,000.  The decline in
operating income is the result of lower price levels and a less profitable 
product mix.  



Operating income for the motor vehicle products segment improved from $1,930,000
in the third quarter of 1995 to $3,025,000 due primarily to higher volume 
and improved operating margins at the automotive operations which is a result
of a more favorable product mix and the elimination of start up costs associated
with the start up of a new plant last year.  Operating earnings at Milsco also
increased as a result of the above mentioned higher volume.

Operating income for the industrial products segment improved from $1,676,000 in
the third quarter of 1995 to $2,073,000.  This increase in operating income was
a result of an improvement in sales volume and margins at JacksonLea and Koller.

Corporate expenses for the third quarter of 1996 were $614,000 compared to
$593,000 last year.  

Interest expense declined in the third quarter of 1996 from $2,579,000
in the third quarter of 1995 to $2,396,000 due to lower average debt outstanding
and slightly lower interest rates.  

Other expense in the third quarter of 1996 and 1995 represents deferred
financing cost amortization offset by royalty income from foreign licensees of
the Company's finishing products.

Nine months ended September 27, 1996 compared to the nine months ended 
September 29, 1995:

Sales for the nine months ended September 27, 1996 increased by 3% from 
$312,352,000 for the nine months ended September 29, 1995 to $322,395,000.  
Sales of power generation products increased by 1% from $103,395,000 to 
$104,662,000.  Sales of motor vehicle products increased by 6% from $110,778,000
to $117,117,000.  Sales of industrial products increased by 2% from $98,179,000
to $100,616,000.

The approximately equal level of power generation sales for the first nine 
months of 1996 compared to last year was a result of a lower power generation 
backlog at the beginning of 1996 which was $69 million compared to $74 million 
a year earlier offset by significantly higher bookings in the first nine months
of $130 million, up 40% compared to $92 million in the first nine months of 
1995.  Sales in the first nine months of $105 million compared to $103 million
in the first nine months of 1995 leaving a backlog at the end of the first nine
months of 1996 of $94 million compared to $63 million a year ago.  With the 
significant increase in bookings in the first nine months of 1996 compared to 
last year and the higher ending backlog, management believes power generation 
sales for the remainder of the year will exceed that of last year.

Motor vehicle products sales increased in the first nine months of 1996 compared
to last year even though the U.S. automobile industry built 1% fewer vehicles in
the first nine months of 1996 than they did last year.  However, sales of the 
Company's automotive products were up compared to last year due to a greater 
content per vehicle which is a result of improved sales of the Company's 
Marabond_ moldable insulation product.  Sales for Milsco also increased compared
to last year due to higher sales of original equipment and parts and accessories
items for Harley-Davidson as well as higher sales of lawn and turf care and 
agricultural equipment.  This favorable trend is expected to continue in the 
fourth quarter.  The U.S. automotive industry has announced a production 
schedule for the fourth quarter of 1996 that is above the production level in 
the fourth quarter of 1995.  Dealer inventories are down to 60 days compared to 
68 days at the end of the third quarter of 1995.  Whether or not the industry 
will build the number of units called for in the schedule depends on retail 
vehicle sales during the fourth quarter.

Industrial products sales in the first nine months of 1996 were up compared to 
last year with the Osborn brush and JacksonLea buff and compound businesses 
showing increases in the first nine months compared to last year and the Koller 
expanded metal, wire form, stamped components and assembled products operations 
generating sales at about the same level as last year.  With the improvement in 
the economy, it is expected that sales for the industrial products segment for 
the fourth quarter will be up compared to the prior year.

Operating income declined in the first nine months of 1996 from $21,944,000 in 
the first nine months of 1995 to $20,049,000.

Operating income for the power generation products segment declined from
$7,884,000 in the first nine months of 1995 to $3,753,000.  The decline in 
operating income is the result of lower price levels and a less profitable 
product mix which included start up costs associated with the Company's new 
inlet filter product line.

Operating income for the motor vehicle products segment improved from 
$10,364,000 in the first nine months of 1995 to $11,205,000 due primarily to 
improved operating income at Milsco which generated higher sales of original 
equipment and parts and accessories items for Harley-Davidson as well as higher
sales of lawn and turf care and agricultural equipment.  Automotive operating 
income was up slightly in the first nine months of 1996 compared to last year.

Operating income for the industrial products segment improved from $5,480,000 in
the first nine months of 1995 to $6,720,000.  This increase in operating income 
was a result primarily of an improvement in sales volume and operating income at
JacksonLea as well as improvements in operating income at Koller and Osborn.

Corporate expenses for the first nine months of 1996 were $1,629,000 compared to
$1,785,000 last year.  This decrease is primarily due to a decrease in 
management incentive compensation.

Interest expense declined in the first nine months of 1996 from $7,521,000 in
the first nine month of 1995 to $7,166,000 due to lower average debt outstanding
and slightly lower interest rates.  Other expense in the first nine months of 
1996 represents deferred financing cost amortization offset by royalty income 
from foreign licensees of the Company's finishing products and income from 
foreign joint ventures.  Other expense in the first nine months of 1995 
represents deferred financing cost amortization and peso devaluation losses, 
partially offset by royalty income.

LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of 1996, the Company satisfied the capital 
requirements of its operations with internally generated funds.  For the 
foreseeable future, the Company believes it will generate funds from operations 
to meet the capital requirements of its existing operations.  As of September 
27, 1996, the Company had available unused borrowing capacity of $39,171,000 
under its bank revolving loan facility.

During the first nine months of 1995, the Company also satisfied the capital
requirements of its operations with internally generated funds.  In the first
quarter of 1995, the purchase price for Milsco amounting to $45.5 million was
financed by an extension of the Company's bank revolving loan facility and $17
million of proceeds from the issuance of convertible notes to several of the
former shareholders of Milsco.  In May 1995, the Company completed a $20 million
private debt placement with an insurance company, the proceeds of which were
used to pay down the revolving loan.  The revolving loan commitment was then
reduced from $115 million to $95 million.

During the first nine months of 1996, working capital increased by $16,635,000 
from $47,670,000 at December 29, 1995 to $64,305,000 at September 27, 1996.  
This increase was a result of strong bookings in the first nine months, 
particularly in power generation, requiring an increase in working capital for 
new jobs in progress.  During the first nine months of 1996, the Company 
generated $4,504,000 in cash from operations.  The Company anticipates 
generating additional cash flow from operations during the balance of the year.


In the first nine months of 1996 and 1995, the Company made capital expenditures
of $13,178,000 and $11,827,000, respectively.  The major 1996 expenditures were 
in the motor vehicle segment for equipment to support new Marabond_ programs at 
Janesville Products and for plant and office additions to support an increased 
level of business at Milsco.  The major 1995 expenditures were in the motor 
vehicle products segment for equipment at Janesville Products to support new 
molded Marabond_ programs and to improve efficiency and at Koller, Milsco and 
Sackner to support new programs at those locations.  Capital expenditures for 
1996 are anticipated to approximate $20 million.  No significant commitments 
are outstanding as of September 27, 1996.


SEASONALITY

U.S. auto makers traditionally shut down for the annual model changeover in the
third quarter.  In addition, adjustments to production schedules are made
throughout the year based on retail auto sales and the level of dealer
inventories.  These seasonal patterns affect the Company's motor vehicle
products operations most significantly but also have somewhat of an impact on
industrial products due to the effect on automotive suppliers which use the
Company's precision components and finishing products.


FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, this report contains 
certain forward-looking statements and is subject to certain risks and 
uncertainties that could cause actual future results and developements to differ
materially from those currently projected.  Such risks and uncertainties
include, but are not limited to, changes in auto maker production schedules, 
delays in customer delivery requirements and general economic conditions in the
Company's market segments.


















                                    PART  II
                                OTHER INFORMATION

ITEM 1    Legal Proceedings - None

ITEM 2    Changes in Securities - None

ITEM 3    Defaults Upon Senior Securities - None

ITEM 4    Submission of Matters to a vote of Security Holders - None
           
ITEM 5    Other information - None
     
ITEM 6    (a)  Exhibits:

                 Financial Data Schedule

          (b)  Reports on Form 8-K - None



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                         JASON INCORPORATED (Registrant)


                         by ________________________
                         Mark Train
                         President
                         (Chief Financial Officer)