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<P><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</P>

<P><CENTER>WASHINGTON D.C., 20549</CENTER>
</P>

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<P><CENTER></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>FORM 10-K</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF </P>

<P STYLE="text-align: CENTER">THE SECURITIES EXCHANGE ACT OF 1934</P>

<BR WP="BR1"><BR WP="BR2">
<P>For fiscal year ended December 31, 1999 	Commission File Number 33-24317</P>

<P>					</P>

<P><CENTER>JORDAN INDUSTRIES, INC.</CENTER>
</P>

<P><CENTER>(Exact name of registrant as specified in charter)</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P>	    Illinois	36-3598114</P>

<P>(state or other jurisdiction of                    (I.R.S. Employer</P>

<P>incorporation or organization)                     Identification No.)</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Arbor Lake Center, Suite 550	  60015</P>

<P>	     1751 Lake Cook Road	(Zip Code)</P>

<P>	     Deerfield, Illinois</P>

<P>(Address of Principal Executive Offices)</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Registrant's telephone number, including Area Code:</CENTER>
</P>

<P><CENTER>(847) 945-5591</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Securities registered pursuant to Section 12(b) of the Act:</CENTER>
</P>

<P>	</P>

<P>Name of Each Exchange</P>

<P>	Title of Each Class	 on Which Registered</P>

<P>		None		N/A</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Securities registered pursuant to Section 12 (g) of the Act:</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>None</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Indicated by checkmark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding twelve (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 ninety (90) days.</P>

<BR WP="BR1"><BR WP="BR2">
<P>			Yes  X 	No    </P>

<BR WP="BR1"><BR WP="BR2">
<P>	The aggregate market value of voting stock held by non-affiliates of the registrant is not determinable as such shares were
privately placed and there is no public market for such shares. </P>

<BR WP="BR1"><BR WP="BR2">
<P>	The number of shares outstanding of Registrant's Common Stock
as of March 23, 2000: 98,501.0004.</P>

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<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 1.		BUSINESS</P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Industries, Inc. ("the Company") was organized to acquire and
operate a diverse group of businesses on a decentralized basis, with a
corporate staff providing strategic direction and support.  The Company
is currently comprised of 22 businesses which are divided into six
strategic business units: (i) Specialty Printing and Labeling, (ii)
Consumer and Industrial Products, (iii) Jordan Specialty Plastics, (iv)
Jordan Auto Aftermarket, (v) Capita Technologies  and (vi) Motors and
Gears. As of July 21, 1999, Welcome Home is consolidated in the
Company's results of operations and is included in the Consumer and
Industrial Products business unit.  (See Note 3 to the financial
statements.)  As a result of the sale of the Jordan Telecommunication
Products segment on January 18, 2000, the financial information of that
segment has been reported as discontinued operations.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company believes that its businesses are characterized by leading
positions in niche industries, high operating margins, strong
management, minimal working capital and capital expenditure
requirements and low sensitivity to technological change and economic
cycles.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's business strategy is to enhance the growth and
profitability of each business unit, and to build upon the strengths of
those units through product line and other strategic acquisitions.  Key
elements of this strategy have been the consolidation and
reorganization of acquired businesses, increased focus on international
markets, facilities expansion and the acquisition of complementary
product lines.  When, through such activities, the Company believes
that critical mass is attained in a particular industry segment, the
related companies are organized as a discreet business unit.  For
example, the Company acquired Imperial in 1983 and made a series of
complimentary acquisitions, which resulted in the formation of Motors
and Gears, Inc., a leading domestic manufacturer of electric motors,
gears, and motion control systems.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Through the implementation of this strategy, the Company has
demonstrated significant and consistent growth in net sales.  The
Company generated consolidated net sales of $776.9 million for the year
ended December 31, 1999 as compared to $408.5 million for the year
ended December 31, 1995, representing a compound annual growth rate of
17.3%.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following chart depicts the operating subsidiaries which comprise
the Company's six strategic business units, together with the net sales
for each of the six groups for the year ended December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Jordan Industries, Inc.</CENTER>
</P>

<P><CENTER>$776.9 Million of Net Sales</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>SPECIALTY PRINTING AND LABELING

<P>$117.7 Million of Net Sales</TD>
<TD>- Sales Promotion Associates</P>

<P>- Pamco</P>

<P>- Valmark</P>

<P>- Seaboard</TD></TR>
<TR VALIGN="TOP"><TD>CONSUMER AND INDUSTRIAL PRODUCTS</P>

<P>$122.9 Million of Net Sales</TD>
<TD>- Cape Craftsmen</P>

<P>- Welcome Home<SUP>(1)</SUP></P>

<P>- Riverside</P>

<P>- Cho-Pat</TD></TR>
<TR VALIGN="TOP"><TD>JORDAN SPECIALTY PLASTICS</P>

<P>$86.3 Million of Net Sales</TD>
<TD>- Sate-Lite</P>

<P>- Beemak</P>

<P>- Deflecto</TD></TR>
<TR VALIGN="TOP"><TD>JORDAN AUTO AFTERMARKET</P>

<P>$131.9 Million of Net Sales</TD>
<TD>- Dacco</P>

<P>- Alma</TD></TR>
<TR VALIGN="TOP"><TD>CAPITA TECHNOLOGIES</P>

<P>$10.2 million of Net Sales</TD>
<TD>- Protech</P>

<P>- Garg</TD></TR>
<TR VALIGN="TOP"><TD>MOTORS AND GEARS<SUP>(2)</SUP></P>

<P>$307.9 Million of Net Sales</TD>
<TD>- Imperial</P>

<P>- Gear</P>

<P>- Merkle-Korff</P>

<P>- FIR</P>

<P>- Electrical Design & Control</P>

<P>- Motion Control Engineering</P>

<P>- Advanced D.C. Motors</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>                         </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)  On January 21, 1997 Welcome Home filed for Chapter 11 bankruptcy
protection.  As a result of  the Chapter 11 filing, the results of Welcome
Home were not consolidated with the Company's results for the period between
January 21, 1997 and July 21, 1999, the date Welcome Home emerged from
bankruptcy.  The results of Welcome Home are consolidated with the Company's
results from the date of emergence through December 31, 1999 as the Company
regained operational and financial  control of Welcome Home.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)  The subsidiaries comprising Motors and Gears are Non-Restricted
Subsidiaries, the common stock of which is owned by stockholders and
affiliates of the Company and management of the respective companies.  The
Company's ownership in these subsidiaries is solely in the form of M&G Junior
Preferred Stock.  See footnote 5 to the financial statements.</P>

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<P>The Company's operations were conducted through the following
business units as of December 31, 1999:</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Specialty Printing and Labeling</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Specialty Printing and Labeling Group manufactures and
markets (i) promotional and specialty advertising products for
corporate buyers, (ii) labels, tapes, and printed graphic panel
overlays for electronics and other manufacturing companies and
(iii) printed folding cartons and boxes and other shipping
materials.  The companies that are part of Specialty Printing
and Labeling have provided its customers with products and
services for an average of over 40 years.  For the fiscal year
ended December 31, 1999, the Specialty Printing and Labeling
group generated net sales of $117.7 million.  Each of the
Specialty Printing and Labeling subsidiaries is discussed below:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><EM>SPAI</EM>.  The Company's former subsidiaries, The Thos. D. Murphy
Co., which was founded in 1889, and Shaw-Barton, Inc., which was
founded in 1940, merged to form JII/SPAI in March 1989.  One
hundred percent of JII/SPAI's assets were sold by JII, on terms
equivalent to those that would have been obtained in an arm's
length transaction, to the Specialty Printing and Labeling group
in August 1995 and the company was renamed Sales Promotion
Associates, Inc. ("SPAI").  SPAI is a producer and distributor
of calendars for corporate buyers and soft-cover yearbooks for
kindergarten through eighth grade, as well as a distributor of
corporate recognition, promotion and specialty advertising
products.</P>

<BR WP="BR1"><BR WP="BR2">
<P>SPAI's net sales for fiscal 1999 were $60.8 million.
Approximately 61% of SPAI's 1999 net sales were derived from
distributing a broad variety of corporate recognition products,
promotion and specialty advertising products.  These products
include apparel, watches, crystal, luggage, writing instruments,
glassware, caps, cases, labels and other items that are printed
and identified with a particular corporate logo and/or corporate
advertising campaign.  Approximately 28% of SPAI's 1999 net
sales were derived from the sales of a broad variety of
calendars, including hanging, desktop and pocket calendars that
are used internally by corporate customers and distributed by
them to their clients and customers.  High-quality artistic
calendars are also distributed.  In addition, SPAI also
manufactures and distributes soft-cover school yearbooks for
kindergarten through eighth grade, which accounted for
approximately 11% of 1999 net sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P>SPAI distributes calendars that are manufactured in-house as
well as by a number of outside suppliers.  Facilities for in-house manufacturing include a composing room, a camera room, a
calendar finishing department and a full press room.  Print
stock, binding material, packaging and other materials are
supplied by a number of independent companies.  Specialty
advertising products are purchased from more than 950 suppliers.
Calendars and specialty advertising products are sold through a
750-person sales force, most of whom are independent
contractors.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Management believes that SPAI has one of the largest domestic
sales forces in the industry.  With this large sales force and
broad range of calendars and corporate recognition products
available, management believes that SPAI is a strong competitor
in its market.  This market is very fragmented and most of the
competition comes from smaller-scale producers and distributors.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Valmark.  </EM>Valmark, which was founded in 1976 and purchased by
the Company in 1994, is a specialty printer and manufacturer of
pressure sensitive label products for the electronics Original
Equipment Manufacturer ("OEM") market.  Valmark's products
include adhesive-backed labels, graphic panel overlays and
membrane switches, and radio frequency interference ("RFI")
shielding devices.  Approximately 30% of Valmark's 1999 net
sales of $19.4 million were derived from the sale of membrane
switches and graphic panel overlays, 69% from labels and 3% from
shielding devices.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The specialty screen print products sold in the electronics
industry continue to operate relatively free of foreign
competition due to the high level of communication and short
time frame usually required to produce orders.  Currently, the
majority of Valmark's customer base of approximately 1,200 is
located in the Northern California area.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Valmark sells to four primary markets: personal computers;
general electronics; turn-key services; and medical
instrumentation.  Sales to the hospital and telecommunication
industries have experienced the most growth over recent years
due to Valmark's graphic panel overlay capabilities.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Valmark is able to provide OEM's with a broader range of
products than many of its competitors.  Valmark's markets are
very competitive in terms of price and accordingly, Valmark's
advantage over its competitors is derived from its diverse
product line and excellent quality ratings.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Pamco.</EM>  Pamco, which was founded in 1953 and purchased by the
Company in 1994, is a manufacturer and distributor of a wide
variety of printed tapes and labels.  Pamco offers a range of
products from simple one and two-color labels, such as basic bar
code and address labels, to eight-color, laminated, embossed,
and hot stamped labels for products such as video games and food
packaging.  Over 90% of Pamco's products are made to customer
specifications and approximately 90% of all sales were
manufactured in-house in 1999.  The remaining 10% of net sales
were purchased printed products and included business cards and
stationary.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Pamco's products are marketed by a team of nine sales
representatives who procure new accounts and service existing
accounts.  Existing accounts are serviced by nine customer
service representatives and five internal salespeople.  Pamco's
customers represent several different industries with the five
largest customers accounting for approximately 28% of 1999 net
sales of $17.3 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Pamco competes in a highly fragmented industry.  Pamco
emphasizes its impressive 24-hour turnaround and its ability to
accommodate rush orders that other printers cannot handle.
Pamco's ability to deliver a quality product with quick turn
around is its key competitive advantage.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Seaboard.</EM>  Seaboard, which was founded in 1954 and purchased by
the Company in 1996, is a manufacturer of printed folding
cartons and boxes, insert packaging and blister pack cards.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Seaboard sells directly to a broad customer base, located
primarily east of the Mississippi River, operating in a variety
of industries including hardware, personal hygiene, toys,
automotive supplies, food and drugs.  Seaboard's top ten
customers accounted for approximately 45% of Seaboard's 1999 net
sales of $20.2 million.  Seaboard has exhibited consistent sales
growth and high profit margins and has gained a reputation for
exceeding industry standards primarily due to its excellent
operating capabilities.  Seaboard has historically been highly
successful in buying and profitably integrating smaller
acquisitions.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Seaboard's markets are very competitive in terms of price and
accordingly, Seaboard's advantage over its competitors is
derived from its high quality products and excellent service.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Consumer and Industrial Products</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Consumer and Industrial Products serves many product segments.
It publishes and markets Bibles, religious books and audio
materials; manufactures and imports gift items; and manufactures
orthopedic supports and pain reducing medical devices.  The
companies which are part of Consumer and Industrial Products
have provided their customers with products services for an
average of over 40 years.  For the year ended December 31, 1999,
the Consumer and Industrial Products subsidiaries generated
combined net sales of $122.9 million.  Each of the Consumer and
Industrial Products subsidiaries is discussed below:</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Riverside.</EM>  Riverside is a publisher of Bibles and a distributor
of Bibles, religious books and music recordings.  Riverside was
founded in 1943 and acquired by the Company in 1988.
Approximately 77% of Riverside's business consists of products
published by other companies.  Riverside sells world-wide to
more than 10,000 wholesale, religious and trade book store
customers, utilizing an in-house telemarketing system, five
independent sales representative groups, printed sales media and
an internet website.  In addition, Riverside sells a small
percentage of its products through direct mail and to retail
customers.  No single customer accounted for more than 4% of
Riverside's 1999 net sales of $56.7 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Riverside also provides Bible indexing, warehousing, inventory
and shipping services for domestic book publishers and music
producers.  Riverside competes with larger firms, including the
Zondervan Corporation, The Thomas Nelson Company, and Ingram
Book Company, on the basis of price, product lines and customer
service.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Cape Craftsmen.</EM>  Founded in 1966 and purchased by the Company in
1996, Cape Craftsmen is a manufacturer and importer of gifts,
wooden furniture, framed art and other accessories.  Cape
Craftsmen manufactures in North Carolina and imports from Mexico
and the Far East.  Cape Craftsmen sells its products through one
in-house sales person and 44 independent sales representatives.
Net sales in 1999 were $17.2 million, excluding sales to Welcome
Home, a related party, of $9.8 million.  Cape Craftsmen competes
in a highly fragmented industry and has therefore found it most
effective to compete on the basis of price with most wood
manufacturers and importers.  Cape Craftsmen also strives to
deliver better quality and service than its competitors.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Welcome Home.</EM>  Welcome Home is a specialty retailer of gifts and
decorative home furnishings and accessories in North America.
Welcome Home began operations in the mid 1970's and was acquired
by the Company in 1991.  It currently operates 119 stores
located in factory outlet centers in 36 states.  Welcome Home
offers a broad product line of 1,500 to 2,500 items consisting
of 12 basic groups, including decorative home textiles, framed
art, furniture, candles, lighting, fragrance, decorative
accessories, decorative garden, music, special opportunity
merchandise and seasonal products.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Competition is highly intense among specialty retailers,
traditional department stores and mass merchant discounters in
outlet malls and other high traffic retail locations.  Welcome
Home competes principally on the basis of product assortment,
convenience, customer service, price and the attractiveness of
its stores.  Welcome Home had net sales of $35.3 million in the
last six months of 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Cho-Pat.</EM>  In September 1997, the Company purchased Cho-Pat,
Inc., a leading designer and manufacturer of orthopedic supports
and patented preventative and pain reducing medical devices.
Cho-Pat currently produces eighteen different products primarily
for reduction of pain from injuries and the prevention of
injuries resulting from over use of the major joints.  Cho-Pat's
largest selling product is the patented Cho-Pat knee strap,
designed to reduce the pain from patellar tendinitis in the
knee.  Cho-Pat manufactures all of its products in-house.  Cho-Pat sells its products to professional, college and high school
athletic trainers, medical product distributors, and independent
retail drug and sporting goods stores.  Cho-Pat had net sales of
$1.7 million in 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Jordan Specialty Plastics</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Specialty Plastics serves a broad range of wholesale and
retail markets within the highly-fragmented specialty plastics
industry.  The group designs, manufactures and sells (1) "take-one" point of purchase brochure, folder and application display
holders, (2) modular storage systems ("Tilt-Bins"), (3) plastic
injection-molded hardware and office supply products, (4)
extruded vinyl chairmats, (5) safety reflectors for bicycles and
commercial truck manufacturers and (6) colorants to the
thermoplastics industry.  The companies that are part of Jordan
Specialty Plastics have provided their customers with products
and services for an average of over 35 years.  For the year
ended December 31, 1999, the Jordan Specialty Plastics
subsidiaries generated combined net sales of $86.3 million.
Each of the Jordan Specialty Plastics subsidiaries is discussed
below:</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Beemak Plastics.</EM>  Beemak, which was founded in 1951 and acquired
by the Company in July 1989, is an integrated manufacturer of
specialty "take-one" point-of-purchase brochure, folder and
application display holders, and added modular storage systems
("Tilt-Bins") for storage and display of small items such as
fasteners and bolts.  Beemak sells its proprietary holders and
displays, which accounted for approximately 66% of Beemak's
business in 1999, to approximately 5,000 customers around the
world.  It sells its modular storage systems, which accounted
for approximately 34% of Beemak's business in 1999 to wholesale
home centers and hardware stores.  In addition, Beemak produces
a small amount of custom injection-molded plastic parts for
customers on a contract manufacturing basis.  Beemak's net sales
for 1999 were $8.3 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Beemak's products are both injection-molded and custom
fabricated.  Beemak's molds are made by outside suppliers.  The
manufacturing process consists primarily of the injection-molding of polystyrene plastic and the fabrication of plastic
sheets.  Beemak also provides silk screening of decals and logos
onto the final product.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Beemak sells its products through a direct sales force,
independent representatives, an extensive on-going advertising
campaign and by reputation.  Beemak sells to distributors, major
companies, and competitors which resell the product under a
different name.  Beemak has been successful in providing
excellent service on orders of all sizes, especially small
orders.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The display holder industry is very fragmented, consisting of a
few other known holder and display firms and regionally-based
sheet fabrication shops.  Beemak has benefitted from the growth
in "direct" advertising budgets at major companies.  Significant
advertising dollars are spent each year on direct-mail
campaigns, point-of-purchase displays and other forms of non-media advertising.  Beemak's modular storage systems compete in
the retail storage bin/hardware store market.  Its main
competitor in the market is Quantum.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Sate-Lite Manufacturing.</EM>  Sate-Lite manufactures safety
reflectors for bicycles and commercial truck manufacturers, as
well as plastic parts for bicycle manufacturers and colorants
for the thermoplastics industry.  Sate-Lite was founded in 1968
and acquired by the Company in 1988.  Bicycle reflectors and
plastic bicycle parts accounted for approximately 29% of Sate-Lite's net sales in 1999.  Sales of triangular flares and
specialty reflectors and lenses to commercial truck customers
accounted for approximately 32% of net sales in 1999.  Sales of
colorants to the thermoplastics industry accounted for
approximately 26% of net sales in 1999.  The remaining 13% of
1999 net sales were derived from other miscellaneous plastic
injection molded products.  Sate-lite's net sales for 1999 were
$14.7 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sate-Lite's bicycle products are sold directly to a number of
OEM's.  The three largest OEM customers for bicycle products are
Trek, Murray and Tandem (China), which accounted for
approximately 11% of Sate-Lite's net sales in 1999.  Triangular
flares and other truck reflector products are also sold to a
broad range of OEM customers.  Colorants are sold primarily to
mid-western custom molded plastics parts manufacturers.  In
1999, Sate-Lite's ten largest customers accounted for
approximately 35% of net sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sate-Lite's products are marketed on a nationwide basis by its
management.  Sales to foreign customers are handled directly by
management and by independent trading companies on a commission
basis.  Sate-Lite's export net sales accounted for approximately
16% of its total 1999 net sales.  Export sales were principally
to China and Canada.  The principal raw materials used in
manufacturing Sate-Lite's products are plastic resins,
adhesives, metal fasteners, and color pigments.  Sate-Lite
obtains these materials from several independent suppliers.  In
the fourth quarter of 1998, Sate-Lite opened a facility in
China.  Sate-Lite sells to Tandem, Giant, China Bike and other
Chinese bicycle manufacturers who have recently been increasing
their share of bicycles sold in the domestic market.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The markets for bicycle parts and thermoplastic colorants are
highly competitive.  Sate-Lite competes in these markets by
offering innovative products and by relying on its established
reputation for producing high-quality plastic components and
colorants.  Sate-Lite's principal competitors in the reflector
market consist of foreign manufacturers.  Sate-Lite competes
with regional companies in the colorants markets.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Deflecto Corporation.</EM>  Founded in 1960 and acquired by the
Company in 1998, Deflecto designs, manufactures and markets
plastic injection-molded products for mass merchandisers, major
retailers and large wholesalers.  Deflecto sells its products in
three product categories: hardware products, office supply
products and houseware products.  Hardware products, which
comprised approximately 58% of Deflecto's net sales in 1999,
include heating and cooling air deflectors, clothes dryer vents
and ducts, kitchen vents and ducts, sheet metal pipes and
elbows, exhaust fittings, heating ventilation and air
conditioning registers and other widely-recognized products.
Office supply products, many of which have patents and
trademarks, represented approximately 36% of net sales in 1999
and include such items as wall pockets, literature displays,
file and chart holders, business card holders, chairmats  and
other top-branded office supply products.  The remaining 6% of
sales were primarily from houseware products such as bath towel
holders, spice racks, paper towel holders and other such items.
Deflecto's net sales for 1999 were $63.3 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deflecto manufactures approximately 80% of its products in-house, with the remainder outsourced to other injection molders.
Deflecto efficiently manages the mix of manufactured and
outsourced product due to its ability to accurately project
pricing, cost and capacity constraints.  This strategy enables
Deflecto to grow without being constrained by capacity issues.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deflecto sells its products through an in-house salaried sales
force and the use of independent sales representatives.
Deflecto has critical mass to command strong positions and
significant shelf space with the major mass merchandisers and
retailers.  In the hardware products line, Deflecto sells to
major national retailers such as Ace Hardware, Wal-Mart, and
Home Depot, as well as to heating, ventilating and air
conditioning ("HVAC") and appliance parts wholesalers.  Deflecto
sells its office supply products line to major office supply
retailers such as Office Depot, Office Max and Staples, as well
as to national wholesalers, such as United Wholesalers and S.P.
Richards.  Houseware products are sold primarily to smaller
customers, although Deflecto does sell to Wal-Mart, K-mart and
other retail chains.  Deflecto has established strong
relationships with its customers and is known for delivering
high quality, well packaged products in a timely manner.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Competition in the hardware, office supplies and houseware
products businesses is increasing due to the consolidation of
companies serving the market.  The increased competition has
prevented price increases and has forced manufacturers to
improve production efficiency, product quality and delivery.
The Company believes that Deflecto's mix of manufactured and
outsourced product, and its management of this process, allows
it to maintain high production efficiency, keeping costs down
and product quality high.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Jordan Auto Aftermarket</STRONG><EM>.</EM>  </P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Auto Aftermarket is the leading supplier of
remanufactured torque converters to the automotive aftermarket
parts industry.  In addition, it produces newly manufactured
torque converters, air conditioning compressors, and clutch and
disc assemblies for major automotive and equipment OEM's.  For
the year ended December 31, 1999, the Jordan Auto Aftermarket
subsidiaries generated combined net sales of $131.9 million.
Each of the Jordan Auto Aftermarket subsidiaries is discussed
below.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>DACCO.</EM>  DACCO is a producer of remanufactured torque converters,
as well as automotive transmission sub-systems and other related
products used by transmission repair shops.  DACCO was founded
in 1965 and acquired by the Company in 1988.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Approximately 72% of DACCO's products are classified as "hard"
products, which primarily consist of torque converters and
hydraulic pumps that have been rebuilt or remanufactured by
DACCO.  The torque converter, which replaces the clutch in an
automatic transmission, transfers power from the engine to the
drive shaft.  The hydraulic pump supplies oil to all the systems
in the transmission.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Approximately 28% of DACCO's products are classified as "soft"
products, such as sealing rings, bearings, washers, filter kits
and rubber components.  Soft products are purchased from a
number of vendors and are resold in a broad variety of packages,
configurations and kits.</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO's customers are automotive transmission parts distributors
and transmission repair shops and mechanics.  DACCO has 50
independent sales representatives who accounted for
approximately 71% of DACCO's net sales of $69.0 million in 1999.
These sales representatives sell nationwide to independent
warehouse distributors and to transmission repair shops.  DACCO
also owns and operates 35 distribution centers which sell
directly to transmission shops.  DACCO's distribution centers
average 5,400 square feet, cover a 50-100 mile selling radius
and sell approximately 42% Dacco hard products and 58% soft
parts.  In 1999 no single customer accounted for more than 2% of
DACCO's net sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The domestic market for DACCO's hard products is fragmented and
DACCO's competitors primarily consist of a number of small
regional and local re-builders.  DACCO believes that it competes
strongly against these re-builders by offering a broader product
line, quality products, and lower prices, all of which are made
possible by DACCO's size and economies of operation.  However,
the market for soft products is highly competitive and several
of its competitors are larger than DACCO.  DACCO competes in the
soft products market on the basis of its low prices due to
volume buying, its growing distribution network and its ability
to offer one-step procurement of a broad variety of both hard
and soft products.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM></EM><EM>Alma.</EM> Founded in 1944 and acquired by the Company in March 1999,
Alma uses a combination of remanufacturing and new production to
produce torque convertors, air conditioning compressors, and
clutch and disc assemblies for major automotive and equipment
OEMs such as Ford, Chrysler, GM, John Deere, Caterpillar, and
Case, as well as numerous other direct aftermarket customers.
Net sales were $62.9 million during the nine month period ended
December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Alma manufactures its products to customers specifications, and
its engineering department works closely with the customer's
engineers to ensure that specifications are met.  Torque
converters (approximately 45% of 1999 net sales) are
remanufactured and sold to major automotive OEMs such as Ford
and Chrysler, typically for warranty replacement.  Alma does not
sell torque converters in the independent aftermarket, which is
the primary market for Dacco's torque convertors.  Air
conditioning compressors (approximately 38% of 1999 net sales)
are both remanufactured and produced new for the automotive
aftermarket.  Alma's compressors are sold to the service arms of
major automotive manufacturers such as Ford, Chrysler, GM, John
Deere, and Caterpillar.  Alma supplies the majority of the
compressors purchased by these customers in the aftermarket.
Clutch and disc assemblies (approximately 17% of 1999 net sales)
are both remanufactured and produced new and are sold primarily
to repackagers who then resell the products to automotive parts
distributors.  Alma has long-term contracts with several
customers, and has developed strong relationships with all of
its major customers.  Alma was selected by Ford to
remanufacture, distribute, and fully merchandise Ford's first
two Ford Quality Renewal programs for torque convertors and
clutch and disc assemblies.  The use of Alma remanufactured Ford
Quality Renewal products in new vehicle warranty repair is
indicative of Alma's engineering, manufacturing, and quality
expertise.  Approximately 43% of Alma's  1999 sales were to Ford
and approximately 17% were to Chrysler.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Alma's market is somewhat captive in that any supplier
selling to the major automotive and equipment OEMs must adhere
to the same quality standards with which Alma complies.  Alma's
primary competitors in the torque convertor market are Dynamic
and Aftermarket Technologies, while Four Seasons is the primary
competitor in the air conditioning compressor market.  Alma
competes based on quality, price, and customer service.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Capita Technologies</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Capita Technologies provides information technology services to
many industry trades.  The group provides software application
development and customization services, software implementation
consulting, and business-to-business e-commerce consulting.  For
the year ended December 31, 1999 Capita Technologies generated
net sales of $10.2 million.  Each of the Capita Technologies
subsidiaries is discussed below.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Protech.  </EM>Protech was founded in 1995 and acquired by the
Company in April, 1999.  Protech is a rapidly growing
information technology consulting company that provides software
application development and customization.  A customer needs
software application development consulting when it installs a
new software package in order to help the new software "fit"
with and speak to existing software packages.  Protech also
provides programmer training services in order to help its
customer become self-sufficient with respect to its new software
package.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Protech focuses on Enterprise Resource Management ("ERM")
software packages.  ERM software is the software upon which a
company manages and runs all of its operations.  This type of
system would monitor production, manage inventory and
potentially share information with the customers general ledger
system.  A typical Protech consulting project involves
installing, customizing and integrating an ERM system by
providing consultants familiar with database programming as well
as the operations of a manufacturing company.  The typical
project lasts 6-18 months.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Approximately 50% of Protech's business comes from direct
requests either through the internet or as a response to trade
show presence and trade publication advertising.  The remaining
50% of Protech's business is generated by references from
existing clients and software application houses.  Protech's
1999 net sales since its acquisition were $5.9 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Garg.  </EM>Garg was founded in 1993 and acquired by the Company in
August 1999.  Garg is a technology consulting company that
provides business-to-business e-commerce and large mission
critical client-server software application development.  Garg
also provides application-hosting services in order to eliminate
the customer's need to become self-sufficient with respect to
the ever-changing software technology environment.  Garg has
built a reputation for delivering solutions to the most complex
problems and for building e-commerce systems that represent the
backbone of a customer's supply chain.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Garg has four sales and marketing professionals who maintain
relationships with existing and prospective customers as well as
with the sales force of its business partners such as IBM, Sun
Microsystems, and Sybase.  Approximately 50% of Garg's business
comes from direct requests through these and other business
partners.  The remaining 50% of Garg's business is generated by
word of mouth and referrals from existing customers.  Garg's
1999 net sales since its acquisition were $4.3 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Motors and Gears</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears is a leading domestic manufacturer of
speciality purpose electric motors, gears and motion control
systems, serving a diverse customer base.  Its products are used
in a broad range of applications, including vending machines,
refrigerator ice dispensers, commercial floor care equipment,
elevators, photocopy machines, and conveyor and automation
systems.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears operates in the business of electric motors
("motors") which includes the subsidiaries Imperial, Gear,
Merkle-Korff, Fir, and Advanced D.C. Motors; and electronic
motion control systems("controls") which includes the
subsidiaries Electrical Design & Control and Motion Control
Engineering.  For the year ended December 31, 1999 Motors and
Gears generated net sales of $307.9 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM></EM><EM>Electric Motors</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Electric motors are devices that convert electric power into
rotating mechanical energy.  The amount of energy delivered is
determined by the level of input power supplied to the electric
motor and the size of the motor itself.  An electric motor can
be powered by alternating current ("AC") or direct current
("DC").  AC power is generally supplied by power companies
directly to homes, offices and industrial sites whereas DC power
is supplied either through the use of batteries or by converting
AC power to DC power.  Both AC motors and DC motors can be used
to power most applications; the determination is made by the
consideration of power source availability, speed variability
requirements, torque considerations, and noise constraints.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The power output of electric motors is measured in
horsepower.  Motors are produced in power outputs that range
from less than one horsepower up to thousands of horsepower.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<EM>SubFractional Motors.</EM>  Motors & Gears' subfractional
horsepower products are comprised of motors and gearmotors which
power applications up to 30 watts (1/25 horsepower).  These
small, "fist-sized" AC and DC motors are used in light duty
applications such as snack and beverage vending machines,
refrigerator ice dispensers and photocopy machines.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>	Fractional/Integral Motors.</EM>  Motors & Gears'
fractional/integral horsepower products are comprised of AC and
DC motors and gearmotors having power ranges from 1/8 to 100
horsepower.  Primary end markets for these motors include
commercial floor care equipment, commercial dishwashers,
commercial sewing machines, industrial ventilation equipment,
golf carts, lift trucks and elevators.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>	Gears and Gearboxes.</EM>  Gears and gearboxes are mechanical
components used to transmit mechanical energy form one source to
another source.  They are normally used to change the speed and
torque characteristics of a power source such as an electric
motor.  Gears and gearboxes come in various configurations such
as helical gears, bevel gears, worm gears, planetary gearboxes,
and right-angle gearboxes.  For certain applications, an
electric motor and a gearbox are combined to create a gearmotor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Motors & Gears' precision gear and gearbox products are
produced in sizes of up to 16 inches in diameter and in various
customized configurations such as pump, bevel, worm and helical
gears.  Primary end markets for these products include original
equipment manufacturers ("OEM's") of motors, commercial floor
care equipment, aerospace and food processing product equipment.<STRONG></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><EM></EM><EM>Electronic Motion Control Systems</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Electronic motion control systems are assemblies of
electronic and electromechanical components that are configured
in such a manner that the systems have the capability to control
various commercial or industrial processes such as conveyor
systems, packaging systems, elevators and automated assembly
operations.<STRONG> </STRONG> The components utilized in a motion control system
are typically electric motor drives (electronic controls that
vary the speed and torque characteristics of electric motors),
programmable logic controls ("PLCs"), transformers, capacitors,
switches and various types of software.  The majority of the
Company's motion control products control automated conveyor
systems used in automotive manufacturing and elevators.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Motors & Gears' motion control systems are used primarily
in automated conveyor systems used in the automotive industry
and the elevator modernization market.  The systems typically
control several components such as electric motors, hydraulic or
pneumatic valves, actuators and switches<STRONG> </STRONG>that are required for
the conveyor or elevator systems to function properly.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The electric motor and electronic motion control systems
markets are highly fragmented with a multitude of manufacturing
companies servicing numerous markets.  Motor manufacturers range
from small local producers serving a specific application or end
user, to high volume manufacturers offering general-purpose "off
the shelf" motors to a wide variety of end users.  While there
are numerous  manufacturers of gears and gearboxes that service
a wide variety of industries and applications, the Company
competes in niche markets.<STRONG></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Motors & Gears' motion control systems business competes
primarily within the automated conveyor system controls market
and sells to conveyor manufacturers that serve the automotive
manufacturing industry and the elevator modernization market.
These niche markets consist of four to five major competitors.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The principal competitive factors in the electric motor and
electronic motion control systems markets include price, quality
and service.  Major manufacturers include General Electric,
Baldor Electric Company, Emerson Electric Company and Reliance
Electric Company; however, the Company generally competes with
smaller, specialized manufacturers.  While many of the major
motor manufacturers have substantially greater assets and
financial resources, the Company believes that its leading
position in certain niche markets, its high-quality products and
its value-added custom applications are adequate to meet
competition.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Backlog</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>As of December 31, 1999 the Company had a backlog of
approximately $110.2 million, compared with $105.2 million as of
December 31, 1998.  The backlog in 1999 is primarily due to
motor sales at Merkle-Korff.  Management believes that the
backlog may not be indicative of future sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Seasonality</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's aggregate business has a certain degree of
seasonality.  SPAI's, Welcome Home's and Riverside's sales are
somewhat stronger toward year-end due to the nature of their
products.  Calendars at SPAI have an annual cycle while Bibles
and religious books at Riverside and home furnishings and
accessories at Welcome Home are popular as holiday gifts.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Research and Development</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>As a general matter, the Company operates businesses that do not
require substantial capital or research and development
expenditures.  However, development efforts are targeted at
certain subsidiaries as market opportunities are identified.
None of these subsidiaries' development efforts require
substantial resources from the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Patents, Trademarks, Copyrights and Licenses</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company protects its confidential, proprietary information
as trade secrets.  The Company's products are generally not
protected by virtue of any proprietary rights such as patents.
There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent
misappropriation of its technology and know-how or that the
Company's competitors will not independently develop
technologies that are substantially equivalent to or superior to
the Company's technology.  In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the
same extent as do the laws of the United States.  In the
Company's opinion, the loss of any intellectual property asset,
would not have a material adverse effect on the conduct of the
Company's business.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is also subject to the risk of adverse claims and
litigation alleging infringement of proprietary rights of
others.  From time to time, the Company has received notice of
infringement claims from other parties.  Although the Company
does not believe it infringes on the valid proprietary rights of
others, there can be no assurance against future infringement
claims by third parties with respect to the Company's current or
future products.  The resolution of any such infringement claims
may require the Company to enter into license arrangments or
result in protracted and costly litigation, regardless of the
merits of such claims.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Employees</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>As of December 31, 1999, the Company and its subsidiaries
employed approximately  7,000 people.  Approximately 1,900 of
these employees were members of various labor unions.  During
1999, the United Auto Workers ("UAW") gained representation of
DACCO's converter plant in Cookeville, Tenn.  DACCO and the UAW
reached an agreement on February 1, 2000.  DACCO did not
experience any loss of production or sales due to DACCO's
ability to hire replacement workers throughout 1999.  The
Company believes that its subsidiaries' relations with their
respective employees are good.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Environmental Regulations</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is subject to numerous U.S. and foreign federal,
state, provincial and local laws and regulations relating to the
storage, handling, emission and discharge of materials into the
environment, including the U.S. Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), the Clean
Water Act, the Clean Air Act, the Emergency Planning and
Community Right-to-Know Act, and the Resource Conservation and
Recovery Act.  Under CERCLA and analogous state laws, a current
or previous owner or operator of real property may be liable for
the costs of removal or remediation of hazardous or toxic
substances on, under, or in such property.  Such laws frequently
impose cleanup liability regardless of whether the owner or
operator knew of or was responsible for the presence of such
hazardous or toxic substances and regardless of whether the
release or disposal of such substances was legal at the time it
occurred.  Regulations of particular significance to the
Company's ongoing operations include those pertaining to
handling and disposal of solid and hazardous waste, discharge of
process wastewater and storm water and release of hazardous
chemicals.  The Company believes it is in substantial compliance
with such laws and regulations.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company generally conducts an assessment of compliance and
the equivalent of a Phase I environmental survey on each
acquisition candidate prior to purchasing the company to assess
the potential for the presence of hazardous or toxic substances
that may lead to cleanup liability with respect to such
properties.  The Company does not currently anticipate any
material adverse effect on its results of operations, financial
condition or competitive position as a result of compliance with
federal, state, provincial, local or foreign environmental laws
or regulations.  However, some risk of environmental liability
and other costs is inherent in the nature of the Company's
business, and there can be no assurance that material
environmental costs will not arise.  Moreover, it is possible
that future developments such as the obligation to investigate
or clean-up hazardous or toxic substances at the Company's
property for which indemnification is not available, could lead
to material costs of environmental compliance and cleanup by the
Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>FIR, a wholly-owned subsidiary of the Company, owns property in
Casalmaggiore, Italy that is the subject of investigation and
remediation under the review of government authorities for soils
and groundwater contaminated by historic waste handling
practices.  In connection with the acquisition of FIR, the
Company obtained indemnification from the former owners for this
investigation and remediation.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Alma owns two properties in Alma, MI which are contaminated by
chlorinated solvent and oil contamination.  One is on the
Michigan List of Sites of Environmental Contamination and has
been the subject of investigation by the Michigan Department of
Environmental Quality ("DEQ") since 1982.  By 1985, the former
owner had cleaned out, closed and capped the lagoons which were
the source of the contamination and in 1992, had installed a
groundwater remediation system.  On January 5, 1999 the former
owner submitted to DEQ a proposed remedial action plan which
recommends that the groundwater treatment system continue to
operate for up to thirty years, a deed restriction that limits
the use of the property to industrial use and the adoption, by
the City of Alma, of an ordinance which prohibits the private
use of groundwater for drinking water.  DEQ has not yet approved
or denied the plan.  The second property is contaminated with
petroleum constituents and chlorinated solvents.  The scope and
extent of the contamination is being investigated.  In
connection with the acquisition of these properties, the Company
obtained indemnification and assurances from the Seller that the
Seller bore full responsibility for the completion of the
investigation and remediation of the historic contamination of
the two properties.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In October 1997, the Tennessee Department of Environmental
Control ("DEC") requested information from Dacco about a
contaminated spring adjacent to its Cookeville, Tennessee
property.  The spring is reportedly contaminated with materials
which Dacco does not believe would have originated at the
facility, and Dacco therefore does not believe that it caused
the contamination or that it will be responsible for the clean-up.  In September 1998, the DEC informed Dacco that the spring
requires further investigation, and that Dacco's Cookeville
property meets the criteria for designation as a state Superfund
cleanup site.  The DEC has subsequently agreed to examine the
potential liability of other companies in the area before
pursuing Dacco for cleanup costs.  While the Company does not
believe that Dacco will be liable for the cost of any further
investigation or cleanup, there can be no assurance that the DEC
will not attempt to impose such liability, or that, if the DEC
is successful in doing so, that such liability would not be
material.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 2. 	Properties</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company leases approximately 43,700 square feet of office
space for its headquarters in Illinois.  The principal
properties of each subsidiary of the Company at December 31,
1999, and the location, the primary use, the capacity, and
ownership status thereof, are set forth in the table below.</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD><STRONG>COMPANY LOCATION</STRONG></TD>
<TD><STRONG>USE</STRONG></TD>
<TD><STRONG>SQUARE   OWNED/ </STRONG>

<P><STRONG>FEET     LEASE</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Advanced DC</P>

<P>  Syracuse, NY</P>

<P>  Syracuse, NY</P>

<P>  Carrollton, TX</P>

<P>  Dewitt, NY</P>

<P>  Eternoz, France</P>

<P>  Putzbrunn,
Germany</P>

<P>  Palo Alto, CA</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing</P>

<P>Manufacturing/Administration</P>

<P>Manufacturing</P>

<P>Manufacturing/Administration</P>

<P>Warehouse</P>

<P>Research and
Development</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2"> 49,600   Owned

<P> 45,000  Leased</P>

<P> 29,000  Leased</P>

<P> 18,500  Leased</P>

<P> 15,000  Leased</P>

<P>  1,200  Leased</P>

<P>  1,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Alma</P>

<P> Alma, MI</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">459,000   Owned</TD></TR>
<TR VALIGN="TOP"><TD>Beemak

<P>  Rancho
Dominguez, CA</P>

<P>  Gardena, CA </P>

<P>  Gardena, CA </TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing/Administration</P>

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">110,000  Leased

<P> 22,000  Leased</P>

<P>  4,500  Leased </TD></TR>
<TR VALIGN="TOP"><TD>Cape Craftsmen</P>

<P>  Elizabethtown,
NC</P>

<P>  Elizabethtown,
NC</P>

<P>  Wilmington, NC</P>

<P>  Wilmington, NC</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Assembly</P>

<P>Administration</P>

<P>Assembly</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">113,000  Leased

<P> 20,000  Leased</P>

<P> 15,000  Leased</P>

<P> 31,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Cho-Pat</P>

<P>  Hainesport, NJ</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">  7,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Dacco

<P>  Cookeville, TN</P>

<P>  Huntland, TN</P>

<P>  Rancho
Cucamonga, CA</P>
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing</P>

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">140,000   Owned

<P> 65,000   Owned </P>

<P> 40,000   Owned</TD></TR>
<TR VALIGN="TOP"><TD>Deflecto</P>

<P>  Indianapolis, IN</P>

<P>  Indianapolis, IN</P>

<P>  Fishers, IN</P>

<P>  St. Catherines,
Ont.</P>

<P>  St. Catherines,
Ont.</P>

<P>  Midvale, OH</P>

<P>  Pearland, TX</P>

<P>  Newport, Wales</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Assembly/Administration</P>

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Assembly</P>

<P>Manufacturing/Administration</P>

<P>Manufacturing</P>

<P>Manufacturing</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">182,600   Owned

<P> 47,900  Leased</P>

<P>134,400  Leased</P>

<P> 50,000   Owned</P>

<P> 78,000  Leased</P>

<P> 20,500   Owned</P>

<P> 42,000  Leased</P>

<P> 33,000   Owned</TD></TR>
<TR VALIGN="TOP"><TD>ED&C</P>

<P>  Troy, MI</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"> 29,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>FIR

<P>  Casalmaggiore,
Italy</P>

<P>  Varano, Italy</P>

<P>  Bedonia, Italy</P>

<P>  Reggio Emilia,
Italy</P>

<P>  Genova, Italy</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Manufacturing/Distribution</P>

<P>Manufacturing</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">100,000   Owned

<P> 30,000   Owned</P>

<P>  8,000  Leased</P>

<P> 30,000  Leased</P>

<P> 33,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Garg</P>

<P>  Newport Beach,
CA</P>

<P>  Northridge, CA</P>

<P>  Los Angeles, CA</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Consulting

<P>Consulting</P>

<P>Consulting</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">  8,100  Leased

<P> 12,000  Leased</P>

<P>  1,500  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Gear</P>

<P>  Grand Rapids, MI</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"> 45,000   Owned</TD></TR>
<TR VALIGN="TOP"><TD>Imperial

<P>  Akron OH</P>

<P>  Stow, OH</P>

<P>  Middleport, OH</P>

<P>  Cuyahoga Falls,
OH</P>

<P>  Alamogordo, NM</P>

<P>  Oakwood Village,
OH</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing

<P>Administration</P>

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2"> 43,000   Owned

<P>  7,000  Leased</P>

<P> 85,000   Owned</P>

<P> 63,000  Leased</P>

<P> 25,800  Leased</P>

<P> 25,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Merkle-Korff</P>

<P>  Des Plaines, IL</P>

<P>  Des Plaines, IL</P>

<P>  Richland Center,
WI</P>

<P>  Darlington, WI</P>

<P>  Des Plaines, IL</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Design/Administration

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Manufacturing</P>

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2"> 38,000  Leased

<P> 45,000  Leased</P>

<P> 45,000  Leased</P>

<P> 68,000  Leased</P>

<P>112,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Motion Control</P>

<P>  Rancho Cordova,
CA</P>

<P>  Rancho Cordova,
CA</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2"> 40,000  Leased

<P> 45,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Pamco</P>

<P>  Des Plaines, IL</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"> 54,000   Owned</TD></TR>
<TR VALIGN="TOP"><TD>Protech

<P>  Medford, NJ</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">  5,700  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Riverside

<P>  Iowa Falls, IA</P>

<P>  Iowa Falls, IA</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Distribution/Storage

<P>Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">150,000   Owned

<P> 22,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Sate-Lite</P>

<P>  Niles, IL</P>

<P>  Shunde,
Guangdong</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">117,835  Leased

<P> 36,235  Sub-Leased</TD></TR>
<TR VALIGN="TOP"><TD>Seaboard</P>

<P>  Fitchburg, MA</P>

<P>  Miami, FL</P>

<P>  Brentwood, NY</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing</P>

<P>Manufacturing</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">260,000   Owned

<P> 90,000   Owned</P>

<P> 35,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>SPAI</P>

<P>  Red Oak, IA</P>

<P>  Coshocton, OH</P>

<P>  Columbus, OH</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing/Administration</P>

<P>Sales</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">140,000   Owned

<P>218,000   Owned</P>

<P> 11,000  Leased</TD></TR>
<TR VALIGN="TOP"><TD>Valmark</P>

<P>  Fremont, CA</P>

<P>  Fremont, CA</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Manufacturing/Administration

<P>Manufacturing/Administration</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">46,700   Leased

<P>14,830   Leased</TD></TR>
<TR VALIGN="TOP"><TD>Welcome Home</P>

<P> Wilmington, NC</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">Administration</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">10,000   Leased</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>DACCO also owns or leases 35 distribution centers, which average
5,400 square feet in size.  DACCO maintains five distribution
centers in Florida, four distribution centers in Tennessee, two
distribution centers in each of Arizona, Illinois, Michigan,
Texas, Alabama, California, Ohio and Virginia, and the remaining
distribution centers are located in Pennsylvania, Indiana,
Minnesota, Missouri, Nebraska, West Virginia, Oklahoma, South
Carolina, Nevada, and Kentucky.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Welcome Home leases 119 specialty retail stores in 36 states,
with the majority of stores location in outlet malls.  Welcome
Home maintains 14 stores in California, 9 stores in Florida, 6
stores in both Georgia and Texas, 5 stores in both Missouri and
New York, and 4 stores in each of Illinois, Michigan, North
Carolina, Ohio, Oregon, and Pennsylvania.  The remaining stores
are located throughout the United States.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Merkle-Korff's facilities are leased from the Chairman of
Merkle-Korff.  The Company believes that the terms of the lease
are comparable to those which would have been obtained by the
Company had the leases been entered into with an unaffiliated
third party.</P>

<BR WP="BR1"><BR WP="BR2">
<P>To the extent that any of the Company's existing leases expire
in 2000, the Company believes that it will be able to
renegotiate them on acceptable terms.  The Company believes that
its existing leased facilities are adequate for the operations
of the Company and its subsidiaries.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 3. 	LEGAL PROCEEDINGS</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's subsidiaries are parties to various legal actions
arising in the normal course of their business.  The Company
believes that the disposition of such actions individually or in
the aggregate will not have a material adverse effect on the
consolidated financial position of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS</P>

<BR WP="BR1"><BR WP="BR2">
<P>	No matters were submitted to a vote of security holders
during the fiscal year ended December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Part II</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 5. 	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED</P>

<P>        	STOCKHOLDERS MATTERS                              	</P>

<BR WP="BR1"><BR WP="BR2">
<P>The only authorized, issued and outstanding class of capital
stock of the Company is Common Stock.  There is no established
public trading market for the Company's Common Stock.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>At December 31, 1999, there were 18 holders of record of
the Company's Common Stock.</LI>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">  <LI>The Company has not declared any cash dividends on its
Common Stock since the Company's formation in May 1988.
The Indenture, dated as of July 25, 1997, by and between
the Company and U.S. Bank Trust National Association f/k/a
First Bank National Association, as Trustee, (the
"Trustee") with respect to the 10 3/8% Senior Notes and the
Indenture dated as of April 2, 1997, by and between the
Company and the Trustee with respect to the 11 3/4% Senior
Subordinated Discount Debentures (collectively the
"Indentures") contain restrictions on the Company's ability
to declare or pay dividends on its capital stock.  The
Indentures each prohibit the declaration or payment of any
dividends or the making of any distribution by the Company
or any Restricted Subsidiary (as defined in the Indentures)
other than dividends or distributions payable in stock of
the Company or a Subsidiary and other than dividends or
distributions payable to the Company.</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<P>Item 6. 	SELECTED FINANCIAL DATA</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following table presents selected operating, balance sheet
and other data of the Company and its subsidiaries as of and for
the five years ended December 31, 1999.  The financial data of
the Company and its subsidiaries as of and for the years ended
December 31, 1995 through 1999 were derived from the
consolidated financial statements of the Company and its
subsidiaries.  Due to the sale of the Jordan Telecommunication
Products segment on January 18, 2000, the results of that
segment are not included in the Company's 1999 results from
continuing operations (see note 4).  All prior periods have been
restated to reflect the sale of this segment.</P>

<BR WP="BR1"><BR WP="BR2">
<P>			                              Year Ended December
31,         </P>

<P> 			                              (Dollars in thousands)</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD STYLE="text-align: CENTER">1999</TD>
<TD STYLE="text-align: CENTER">1998</TD>
<TD STYLE="text-align: CENTER">1997</TD>
<TD STYLE="text-align: CENTER">1996</TD>
<TD STYLE="text-align: CENTER">1995</TD></TR>
<TR VALIGN="TOP"><TD><STRONG>Operating data:<SUP>(1)</SUP></STRONG><SUP></SUP>

<BR WP="BR1"><BR WP="BR2">
<P>Net
Sales.....................</P>

<P>Cost of sales, excluding

depreciation.................</P>

<P>Gross profit, excluding

depreciation.................</P>

<P>Selling, general and
 administrative expense,</P>

<P> excluding depreciation
 ......</P>

<P>Operating
income..............</P>

<P>Interest
expense..............</P>

<P>Interest
income...............</P>

<P>Earnings (loss)
 </P>

<P> from continuing operations
</P>

<P>Total earnings (loss)</P>

<P> from discontinued
operations</P>

<P>Income (loss) before
  	extraordinary
items<SUP>(2)</SUP>.......</P>

<P>Net loss<SUP>(2)</SUP>...........</P>

<P><STRONG>Balance sheet data (at end
     of period):</STRONG></P>

<P>Cash and cash
equivalents.....</P>

<P>Working capital from </P>

<P> continuing operations</P>

<P>Total
assets..................</P>

<P>Long-term debt (less
   	current
portion)............</P>

<P>Net capital
deficiency<SUP>(3)</SUP>......</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$776,862 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">502,575 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">274,287 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">160,419 </P>

<P STYLE="text-align: RIGHT">66,714 </P>

<P STYLE="text-align: RIGHT">87,222 </P>

<P STYLE="text-align: RIGHT">(1,091)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">(8,341)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">(10,238)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">(18,579)</P>

<P STYLE="text-align: RIGHT">(18,579)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">20,417 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">164,659 </P>

<P STYLE="text-align: RIGHT">1,166,340 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">843,211 </P>

<P STYLE="text-align: RIGHT">$(238,835)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$633,579

<BR WP="BR1"><BR WP="BR2">
<P>406,970 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>226,609 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>131,055 </P>

<P>57,977 </P>

<P>70,184 </P>

<P>(1,656)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(15,081)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(16,326)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(31,407)</P>

<P>(31,586)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>14,967 </P>

<BR WP="BR1"><BR WP="BR2">
<P>144,474 </P>

<P>955,405 </P>

<BR WP="BR1"><BR WP="BR2">
<P>1,054,327 </P>

<P>($208,144)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$450,102

<BR WP="BR1"><BR WP="BR2">
<P>282,654 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>167,448 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>100,778 </P>

<P>39,221 </P>

<P>66,947 </P>

<P>(2,227)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(10,603)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(3,657)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(14,260)</P>

<P>(45,618)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>43,512 </P>

<BR WP="BR1"><BR WP="BR2">
<P>124,941 </P>

<P>849,595 </P>

<BR WP="BR1"><BR WP="BR2">
<P>915,145 </P>

<P>($175,285)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$468,568

<BR WP="BR1"><BR WP="BR2">
<P>292,889 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>175,679 </P>

<P> </P>

<BR WP="BR1"><BR WP="BR2">
<P> 127,529 </P>

<P>407 </P>

<P>62,576 </P>

<P>(2,416)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(58,797)</P>

<BR WP="BR1"><BR WP="BR2">
<P>6,914 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(51,884)</P>

<P>(55,690)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>25,787 </P>

<BR WP="BR1"><BR WP="BR2">
<P>84,208 </P>

<P>642,808 </P>

<BR WP="BR1"><BR WP="BR2">
<P>683,564 </P>

<P>($130,281)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$408,534

<BR WP="BR1"><BR WP="BR2">
<P>257,468 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>151,066 </P>

<P> </P>

<BR WP="BR1"><BR WP="BR2">
<P> 109,528
</P>

<P>14,586 </P>

<P>46,654 </P>

<P>(2,684)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(20,632)</P>

<BR WP="BR1"><BR WP="BR2">
<P>13,162 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(7,470)</P>

<P>(7,470)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>38,454 </P>

<BR WP="BR1"><BR WP="BR2">
<P>84,234 </P>

<P>514,463 </P>

<BR WP="BR1"><BR WP="BR2">
<P>493,412 </P>

<P>($74,479)</TD></TR></TABLE>

<P>                        </P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>The Company has acquired a diversified group of operating companies over
the five year period which significantly affects the comparability of the
information shown above.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P>(2)	Net loss in 1995 includes $6,929 of restructuring and non-recurring charges
related to Welcome Home.  Net loss in 1996 includes compensation expense
related to compensation agreements of $3,876, the loss on the purchase of
an affiliate, $4,488, restructuring charges related to Welcome Home,
$8,106, and other non-recurring charges, $4,136.  Net loss in 1997 includes
a gain on the sale of a subsidiary of $17,081, the recording of equity in
the loss of an investee of $3,386, and an extraordinary loss of $31,358
related to the Company's refinancing.  Net loss in 1999 includes a gain on
the sale of Parsons of $10,037.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI> No cash dividends on the Company's Common Stock have been declared or paid.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P>(4)	The "operating data" of Jordan Telecommunication Products has not been included in
the information above for all periods presented as this business has been classified
as a discontinued operation.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 7.  	MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS</P>

<P>			AND FINANCIAL CONDITION
        </P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Historical Results of Operations</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Summarized below are the historical net sales, operating income
and operating margin (as defined below) for each of the
Company's business groups for the fiscal years ended December
31, 1999, 1998 and 1997.  This discussion should be read in
conjunction with the historical consolidated financial
statements and the related notes thereto contained elsewhere in
this Annual Report.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In 1998 Sate-Lite and Beemak were reclassified from the
Consumer and Industrial Products segment to the Jordan Specialty
Plastics segment.  In 1999, Dacco was reclassified from the
Consumer and Industrial Products segment to the Jordan Auto
Aftermarket segment.  Also in 1999, Welcome Home was
reconsolidated into the Consumer and Industrial Products
segment.  Welcome Home's results are included from the time of
its emergence from bankruptcy on July 21, 1999 through December
31,1999.  Prior period results were also realigned into these
new groups in order to provide accurate comparisons between
periods.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	                                              Year ended
December 31,
1999          1998          1997   </P>

<P>		                                         (dollars in
thousands)         </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><STRONG>Net Sales:</STRONG>

<P>Speciality Printing &
Labeling</P>

<P>Jordan Speciality Plastics</P>

<P>Jordan Auto Aftermarket</P>

<P>Capita Technologies</P>

<P>Motors and Gears</P>

<P>Consumer and Industrial
Products<SUP>(3) </SUP></P>

<P>   Total</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Operating Income<SUP>(1)</SUP>:</STRONG></P>

<P>Speciality Printing &
Labeling</P>

<P>Jordan Specialty Plastics</P>

<P>Jordan Auto Aftermarket</P>

<P>Capita Technologies</P>

<P>Motors and Gears </P>

<P>Consumer and Industrial
Products<SUP> (3)</SUP></P>

<P>   Total</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Operating Margin<SUP>(2)</SUP>:</STRONG></P>

<P>Speciality Printing &
Labeling</P>

<P>Jordan Specialty Plastics</P>

<P>Jordan Auto Aftermarket</P>

<P>Capita Technologies </P>

<P>Motors and Gears</P>

<P>Consumer and Industrial
Products<SUP>(3)</SUP></P>

<P>Combined</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$117,678

<P>86,284 </P>

<P>131,935 </P>

<P>10,207 </P>

<P>307,877 </P>

<P> 122,881 </P>

<P>$776,862 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$ 7,638 </P>

<P>4,319 </P>

<P>16,675 </P>

<P>(2,633)</P>

<P>50,597 </P>

<P>   7,867 </P>

<P>$ 84,463 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>6.5% </P>

<P>5.0% </P>

<P>12.6% </P>

<P>(25.8%)</P>

<P>16.4% </P>

<P>6.4% </P>

<P>10.9% </P>
</TD>
<TD STYLE="text-align: RIGHT">
<BR WP="BR1"><BR WP="BR2">$120,160

<P>71,568</P>

<P>65,387</P>

<P>-</P>

<P>275,833</P>

<P> 100,631</P>

<P>$633,579</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>8,259</P>

<P>4,654</P>

<P>10,531</P>

<P>-</P>

<P>42,324</P>

<P>   6,574</P>

<P>$ 72,342</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>6.9%</P>

<P>6.5%</P>

<P>16.1%</P>

<P>-</P>

<P>15.3%</P>

<P>6.5%</P>

<P>11.4%</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$119,346

<P>24,038</P>

<P>61,202</P>

<P>-</P>

<P>148,669</P>

<P>  96,847</P>

<P>$450,102</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>8,540</P>

<P>2,490</P>

<P>9,081</P>

<P>-</P>

<P>27,684</P>

<P>   5,364</P>

<P>$ 53,159</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>7.2%</P>

<P>10.4%</P>

<P>14.8%</P>

<P>-</P>

<P>18.6%</P>

<P>5.5%</P>

<P>11.8%</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Before corporate overhead of $17,749, $14,365, and $13,938 for the years
ended December 31, 1999, 1998 and 1997, respectively.</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Operating margin is operating income divided by net sales.</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI> Consumer and Industrial Products includes Dura-Line (Retube) and Parsons
from January 1, 1999 through March 19, 1999 and November 9, 1999,
respectively.  Consumer and Industrial Products includes Hudson for the
period from January 1, 1997 to May 15, 1997, and Paw Print for the period
from January 1, 1997 to July 25, 1997 (See Footnote 14 to the financial
statements).  Consumer and Industrial Products includes the results of
Welcome Home from January 1, 1997 through January 21, 1997, the date of
the Chapter 11 filing, and from July 21, 1999, the date of its emergence,
through December 31, 1999. </LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P><STRONG>Specialty Printing & Labeling.</STRONG>  As of December 31, 1999, the
Specialty Printing & Labeling group consisted of SPAI, Valmark,
Pamco, and Seaboard.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1999 Compared to 1998.  Net sales decreased $2.5 million, or
2.1% and operating income decreased $0.6 million, or 7.5% when
comparing the year ended December 31, 1999 with the year ended
December 31, 1998.  Sales decreased primarily due to lower sales
of calendars at SPAI, $1.8 million, decreased sales of roll
stock at Valmark, $0.1 million, and lower sales of folding boxes
at Seaboard, $4.2 million.  Partially offsetting these decreases
were increased sales of ad specialty products and school annuals
at SPAI, $0.3 million and $0.1 million, respectively, higher
sales of screen printed products and membrane switches at
Valmark, $2.2 million and $0.2 million, respectively, and
increased sales of labels at Pamco, $0.8 million.  Sales of
calendars decreased at SPAI due to consolidation in the banking
and insurance industries, which are a large part of SPAI's
customer base, and sales declined at Seaboard due to a general
slowdown in the corrugated folding box industry.  The increase
in sales of screen printed products at Valmark is due to
Valmark's implementation of a stock inventory program that
allows Valmark to more efficiently accommodate its larger
customers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income decreased due to lower operating income at SPAI
and Seaboard $0.7 million and $1.4 million, respectively.
Partially offsetting these decreases was increased operating
income at Valmark and Pamco, $0.8 million and $0.7 million,
respectively.  Operating income declined at SPAI due to lower
sales and the increased focus on and investments in the
corporate programs division and operating income decreased at
Seaboard due to lower absorption of fixed overhead because of a
lower sales level.  Operating income increased at Valmark and
Pamco due to those businesses more efficiently monitoring
production, inventory levels, and operating expenses.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating margin in 1999 was 6.5% which was relatively
consistent with 1998 operating margin.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1998 Compared to 1997.  Net sales increased $0.8 million or
0.7% and operating income decreased $0.3 million or 3.3%.  Sales
increased primarily due to higher sales of ad specialty products
and calendars at SPAI, $1.5 million and $0.2 million,
respectively, increased sales of graphic panel overlays and
membrane switches at Valmark, $1.3 million, and higher sales of
labels at Pamco $0.4 million.  Partially offsetting these
increases were lower sales of school annuals at SPAI, $0.2
million, decreased sales of labels and shielding devices at
Valmark, $0.6 million and $1.0 million, respectively, and lower
sales of folding boxes at Seaboard, $0.8 million.  The increased
ad specialty sales at SPAI were due to management's focus on the
higher growth corporate program business, while decreased sales
of shielding devices at Valmark reflect a major customer's
decision to reduce production of laptop computers that require
the shields.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income decreased due to lower operating income at
SPAI, Pamco, and Seaboard, $0.1 million, $0.3 million, and $0.7
million, respectively.  Partially offsetting these decreases was
increased operating income at Valmark, $0.5 million and
decreased corporate expenses, $0.3 million.  The decreased
operating income at SPAI was due to the hiring of additional
salespeople to focus on continued growth in the corporate
program and ad specialty segment, and the lower operating income
at Seaboard was due to pricing pressure in the packaging
industry.  The improved operating income at Valmark is due to
Valmark negotiating more favorable pricing with customers, while
the decreased corporate expenses are due to lower bank fees as
bank debt was repaid in 1997.  Operating margin remained
consistent with 1997.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Jordan Specialty Plastics.</STRONG>  As of December 31, 1999 the Jordan
Specialty Plastics group consisted of Sate-Lite, Beemak, and
Deflecto.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1999 Compared to 1998.  Net sales increased $14.7 million or
20.6% for the year ended December 31, 1999.  This increase was
partially due to the acquisition by Deflecto of Teleflow in July
1999.  Teleflow contributed net sales of $3.5 million since the
date of acquisition.  In addition, sales of thermo-plastic
colorants and truck reflector products increased at Sate Lite,
$1.2 million and $0.4 million, respectively, and sales of
hardware and office products increased at Deflecto, $7.0 million
and $4.0 million, respectively.  Partially offsetting these
increases were lower sales of plastic injection molded and
fabricated products at Beemak, $0.9 million and $0.1 million,
respectively, and decreased sales of bicycle reflectors at Sate
Lite, $0.4 million.  Sales at Deflecto increased due to the
benefit of a full year of sales in 1999 versus ten months of
sales in 1998 as well as due to Deflecto's success at
integrating Rolite's operations and selling Rolite chairmat
products through Deflecto sales channels.  Beemak sales declined
due to heavy competition in the Tilt-bin product line.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income decreased $0.3 million or 7.2% for the year
ended December 31, 1999.  Operating income increased at Beemak
and Sate Lite, $0.2 million and $0.5 million, but decreased at
Deflecto, $1.0 million.  Operating income increased at Beemak
and Sate Lite due to gross margin increases and better overhead
control.  Operating income at Deflecto decreased due to lower
gross profit resulting from an unfavorable product mix shift
from office products sales to hardware sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating margin decreased 1.5%, from 6.5% in 1998 to 5.0% in
1999, due to the reasons mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1998 Compared to 1997.  Net sales increased $47.5 million or
197.7% and operating income increased $2.2 million or 86.9%.
Net sales increased primarily due to the acquisitions of
Deflecto and Rolite in February 1998.  Deflecto contributed
sales in 1998 of $45.2 million while Rolite contributed sales of
$3.2 million.  In addition, sales of warning triangles and
colorants increased at Sate-Lite, $0.2 million and $0.3 million,
respectively.  Partially offsetting these increases were lower
sales of bike reflectors and custom molded products at Sate-Lite, $0.2 million and $0.4 million, respectively, and decreased
sales of molded and fabricated products at Beemak, $0.6 million
and $0.2 million, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased primarily due to the acquisitions of
Deflecto and Rolite, as discussed above.  These companies
contributed operating income in 1998 of $5.3 million and $0.6
million, respectively.  Partially offsetting these increases was
lower operating income at Sate-Lite and Beemak, $2.0 million and
$1.5 million, respectively.  In addition, corporate overhead of
$0.2 million was incurred in 1998 related to the formation of
the Jordan Specialty Plastics group.  Operating income decreased
at Sate-Lite due to operating expenses incurred related to the
expansion of manufacturing operations into China and operating
income at Beemak decreased due to lower absorption of fixed
operating expenses at a lower sales level, as well as additional
costs associated with Beemak's expansion into a larger facility.
Operating margin decreased 3.9%, from 10.4% in 1997 to 6.5% in
1998, due to the reasons mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Jordan Auto Aftermarket.</STRONG>  As of December 31, 1999, the Jordan
Auto Aftermarket group consisted of Dacco and Alma.</P>

<BR WP="BR1"><BR WP="BR2">
<P>1999 Compared to 1998.  Net sales increased $66.5 million or
101.8% for the year ended December 31, 1999.  The increase is
primarily due to the acquisition of Alma in March 1999 which
contributed net sales of $63.0 million since the date of
acquisition.  In addition, sales of rebuilt torque converters
increased at Dacco, $3.5 million.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased $6.1 million or 58.3% for the year
ended December 31, 1999.  This increase is also primarily due to
the acquisition of Alma, as discussed above.  Alma contributed
operating income of $8.1 million in the last nine months of
1999.  Partially offsetting this increase was lower operating
income at Dacco, $1.2 million, and increased corporate expenses,
$0.8 million, due to the establishment of the Jordan Auto
Aftermarket companies as a separate segment.  The decrease in
operating income at DACCO was due to legal and security expenses
incurred related to the UAW negotiations at Dacco's Cookeville,
TN plant.  Dacco did not experience any loss of production or
sales due to its ability to hire replacement workers, and an
agreement was reached on February 1, 2000.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating margin decreased 3.5%, from 16.1% in 1998 to 12.6% in
1999, due to the legal and security expenses incurred at Dacco
as well as due to the lower gross margin experienced at Alma
resulting from Alma's volume of sales to large OEM customers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>1998 Compared to 1997.  Net sales increased $4.2 million or 6.8%
for the year ended December 31, 1998 compared to the year ended
December 31, 1997.  This increase is due to the increased sales
of rebuilt converters at Dacco, due to additional market share,
and the addition of eight retail stores in 1998.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased $1.5 million or 16.0% in 1998
compared to 1997, due to the increase in sales mentioned above.
Operating margin increased 1.3%, from 14.8% in 1997 to 16.1% in
1998 due to the increased absorption of fixed expenses related
to the higher sales level.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Capita Technologies.</STRONG>  As of December 31, 1999, the Capita
Technologies group consisted of Protech and Garg.</P>

<BR WP="BR1"><BR WP="BR2">
<P>1999 Compared to 1998.  Net sales were $10.2 million for the
year ended December 31, 1999.  Protech and Garg were both
acquired during 1999 and contributed net sales of $5.9 million
and $4.3 million, respectively, since the dates of acquisition.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating loss was $(2.6) million for the year ended December
31, 1999.  Protech and Garg contributed operating income of $0.4
million and $0.3 million, respectively.  This operating income
was offset by pre-operating costs and business development
expenses incurred in order to establish Capita Technologies as
a separate segment.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Motors and Gears.</STRONG>  As of December 31, 1999, the Motors and Gears
group consisted of Imperial, Gear, Merkle-Korff, FIR, ED&C,
Motion Control, and Advanced DC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1999 Compared to 1998.  Net sales increased $32.0 million or
11.6% for the year ended December 31, 1999.  The increase in net
sales was primarily driven by the 1998 acquisition of Advanced
DC and Euclid (a wholly-owned subsidiary of Imperial) which
accounted for $21.8 million of the increase.  Subfractional
motor sales decreased 4.1% in 1999 as compared to 1998 largely
due to weakness in the vending markets.  Significant
difficulties in international markets of a major beverage
company are the primary reason for this decline.  In 1999, sales
of fractional/integral motor products increased 22.8% including
the effects of the 1998 acquisitions, and 3.2% excluding the
effects of the 1998 acquisitions.  The growth in
fractional/integral products is a result of strong performance
in the material handling, elevator and floor care markets
partially offset by a weak European market and an unfavorable
Euro exchange rate.  Sales of electronic motion control systems
increased by 17.7% mainly attributed to continued strength in
the elevator modernization market.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased $8.3 million or 19.5% for the year
ended December 31, 1999.  The primary increase in operating
income was a result of the increase in sales discussed above
coupled with an improvement in gross margin from 34.6% in 1998
to 36.1% in 1999.  The improvement in gross margin is a result
of product design changes, manufacturing process improvements
and material cost savings experienced throughout Motors and
Gears due to efforts put forth by Motors and Gears' sourcing
council.  Improvements in gross margin were partially offset by
increases in selling, general and administrative expenses
primarily as a result of the 1998 acquisitions, increases in
depreciation due to the 1998 acquisitions and due to a new
systems implementation at one of the Motor and Gears
subsidiaries.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating margin increased 1.1%, from 15.3% in 1998 to 16.4% in
1999 due to the reasons mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1998 Compared to 1997.  Net sales increased $127.2 million or
85.5% and operating income increased $14.6 million or 52.9%.
The increase in net sales was primarily due to the 1998
acquisition of Advanced DC and the 1997 acquisitions of FIR,
ED&C and Motion Control.  These companies contributed net sales
in 1998 of $27.2 million, $42.1 million, $10.3 million, and
$51.3 million respectively, compared to net sales in 1997 of
$14.8 million, $1.8 million, and $1.2 million for FIR, ED&C and
Motion Control, respectively.  Sales of sub-fractional motors
increased 13.0% in 1998 due to continued strength in the vending
and appliance markets and sales of fractional/integral motors
increased 6.6% in 1998 (excluding acquisitions) reflecting
market share gains in the floor care market and stronger sales
in the elevator market.  Partially offsetting these increases,
were decreased sales of gears and gearboxes, 8.4%, due to a
weaker floor care market after stronger than expected sales in
1997.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased primarily due to the increased sales
discussed above.  Advanced DC, FIR, and Motion Control
contributed operating income in 1998 of $5.2 million, $5.9
million and $6.9 million respectively, compared to operating
income in 1997 of $1.6 million and $0.1 million for FIR and
Motion Control, respectively.  Partially offsetting these
increases were additional selling, general, and administrative
expenses as well as higher depreciation and amortization arising
from the 1998 and 1997 acquisitions.  Operating margin decreased
3.3%, from 18.6% in 1997 to 15.3% in 1998, due to these
additional operating expenses.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Consumer and Industrial Products.</STRONG>  As of December 31, 1999, the
Consumer and Industrial Products group consisted of Riverside,
Cape, Welcome Home, and Cho-Pat.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1999 Compared to 1998.  Net sales increased $22.3 million or
22.1% for the year ended December 31, 1999.  The increase was
primarily due to the reconsolidation of Welcome Home resulting
from its emergence from bankruptcy in July 1999 (see note 3).
Welcome Home contributed net sales of $35.3 million since the
date of emergence.  In addition, net sales increased due to
increased contract distribution sales at Riverside, $0.5
million, and higher sales of orthopaedic supports and other pain
reducing devices at Cho-Pat, $0.2 million.  Partially offsetting
these increases were lower sales at Parsons and Dura Line
Retube, $2.2 million and $3.7 million, respectively, due to the
divestitures of those businesses during 1999.  In addition,
sales decreased due to lower sales of Bibles and Bible
accessories, and books at Riverside, $1.8 million and $0.8
million, respectively.  This is due to a strong economy and low
unemployment.  Although sales at Cape appear to have decreased
by $5.2 million, the decrease is due to the reconsolidation of
Welcome Home and the resulting elimination of sales from Cape to
Welcome Home.  Sales from Cape  to third parties increased $2.7
million, due to improved products and additional customers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased $1.3 million or 19.7% for the year
ended December 31, 1999.  The primary reason for the increase
was due to the reconsolidation of Welcome Home, as discussed
above.  Welcome Home contributed operating income of $4.0
million since the date of its emergence from bankruptcy.  In
addition, operating income was positively effected by $0.3
million as a result of the sale of Dura Line Retube in March
1999.  Retube had negative operating income historically.
Partially offsetting this increase was decreased operating
income at Parsons, $1.4 million, due to the divestiture of the
business in November 1999.  In addition, operating income
declined at Riverside, $1.6 million, due to lower sales
mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating margin was 6.4% in 1999 which was consistent with
1998's operating margin.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1998 Compared to 1997.  Net sales increased $3.8 million or
3.9% and operating income increased $1.2 million or 22.6%.  Net
sales increased primarily due to  higher sales of Bible, books,
videos, music and gifts at Riverside, $0.5 million, $3.9
million, $1.0 million, $0.9 million, and $0.4 million,
respectively, increased sales of wooden furniture and other
accessories at Cape, $9.7 million, higher sales of orthopedic
supports and other pain-reducing devices at Cho-Pat, $1.1
million, and increased sales of plastic pipe at Dura-Line
Retube, $3.4 million.  Partially offsetting these increases were
decreased sales of audio tapes at Riverside, $0.5 million, lower
sales of aircraft parts at Parsons, $1.9 million, and decreased
sales at Hudson and Paw Print, $6.7 million and $5.5 million,
respectively, due to the divestitures of those companies in May
and July 1997. In addition, sales decreased due to Welcome Home
filing Chapter 11 bankruptcy on January 21, 1997.  As a result
of the filing, the Company did not consolidate the results of
Welcome Home in its 1998 results.  Welcome Home generated sales
of $2.5 million in 1997. Sales increased at Cape due to
management's success at broadening Cape's customer base.  Cho-Pat, which was purchased in September 1997, contributed sales of
$0.4 million in 1997 compared to sales of $1.5 million in 1998.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased due to higher operating income at
Riverside, Parsons, Cape, Cho-Pat, and Dura-Line Retube, $0.5
million, $0.3 million, $2.5 million, $0.2 million, and $0.3
million, respectively.  Additionally, operating income increased
due to the deconsolidation of Welcome Home as discussed above.
(Welcome Home's operating loss was $1.1 million in 1997.)
Partially offsetting these increases was decreased operating
income at Hudson and Paw Print, $2.2 million and $1.5 million,
respectively, due to the divestitures of those companies, as
mentioned above.  The increased operating income at Cape is due
to increased sales of higher gross margin product, primarily
wooden furniture, the increased operating income at Cho-Pat is
due to the acquisition of the company in September 1997, and
decreased operating income at Parsons is due to the lower
absorption of fixed overhead due to lower sales of aircraft
parts.  Operating margin increased 1.0% from 5.5% in 1997 to
6.5% in 1998, due to the reasons mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Consolidated Operating Results.</STRONG>  (See Consolidated Statements of
Operations).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1999 Compared to 1998.  Net sales increased $143.3 million or
22.6% for the year ended December 31, 1999.  The increase in
sales was due to the 1999 acquisitions of Teleflow in the Jordan
Specialty Plastics group, Alma in the Jordan Auto Aftermarket
group, and Protech and Garg in the Capita Technologies group.
Sales also increased due to a full year of sales from the
following companies which were acquired in 1998: Deflecto and
Rolite in the Jordan Specialty Plastics group and Advanced DC in
the Motors and Gears group.  In addition, increased sales were
due to higher sales of screen printed products at Valmark,
increased sales of labels at Pamco, higher sales of thermo-plastic colorants and truck reflector products at Sate Lite,
increased sales of hardware and office products at Deflecto,
higher sales of rebuilt converters at Dacco, and increased sales
of fractional/integral motors and motion control systems in the
Motors and Gears group.  Sales also increased due to the
reconsolidation of Welcome Home, resulting from that company's
emergence from bankruptcy in July 1999.  Partially offsetting
these increases were lower sales of calendars at SPAI, decreased
sales of folding boxes at Seaboard, decreased sales of plastic-injection molded products at Beemak, lower sales of
subfractional motors in the Motors and Gears group, and lower
sales of Bibles and Bible accessories at Riverside.  In
addition, net sales decreased due to the divestitures of Parsons
and Dura Line Retube in November and March 1999, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased $8.7 million or 15.1% for the year
ended December 31, 1999.  Operating income increased due to the
1999 acquisitions, a full year of operations at the businesses
acquired in 1998, more efficient monitoring of production and
operating expenses at Valmark and Pamco, increased gross margins
at Sate Lite and Beemak, manufacturing process improvement in
the Motor and Gears group, and the reconsolidation of Welcome
Home in the Consumer and Industrial Products group.  Partially
offsetting these increases was lower operating income due to
decreased absorption of fixed overhead resulting from lower
sales at Seaboard, an unfavorable product mix at Deflecto,
startup expenses incurred to establish the Jordan Auto
Aftermarket and Capita Technologies segments, legal and security
expenses incurred during Daaco's negotiations with the UAW, and
increased depreciation and amortization related to the 1999 and
1998 acquisitions.  In addition, operating income decreased due
to the divestitures of Parsons and Dura Line Retube.  Operating
margins declined slightly to 8.6% in 1999 from 9.2% in 1998 due
to the reasons mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Interest expense increased $17.0 million or 24.3% due to the
Company's Senior Notes offering in March 1999 in addition to
higher outstanding revolver balances used to finance
acquisitions and working capital requirements.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1998 Compared to 1997.  Net sales increased $183.5 or 40.8% and
operating income increased $18.8 million or 47.8%.  The increase
in sales was primarily due to the 1998 acquisitions of Deflecto
and Rolite in the Jordan Specialty Plastics group and Advanced
DC in the Motors and Gears group.  Sales also increased due to
a full year of sales from the following companies which were
acquired in 1997: Arnon-Caine in the Jordan Specialty Plastics
group, FIR, ED&C, and Motion Control in the Motors and Gears
group, and Cho-Pat in the Consumer and Industrial Products
group.  In addition, sales increased due to higher sales of ad
specialty products and calendars at SPAI, increased sales of
membrane switches at Valmark, higher sales of warning triangles
and colorants at Sate-Lite, higher sales of sub-fractional
motors at Merkle-Korff, increased sales of fractional/integral
motors at Imperial, higher sales of books at Riverside, and
increased sales of wooden furniture at Cape.  Partially
offsetting these increases were decreased sales of shielding
devices at Valmark, lower sales of folding boxes at Seaboard,
decreased sales of plastic injection-molded products at Beemak,
lower sales of gears and gearboxes at Gear, and lower sales of
aircraft parts at Parsons.  In addition, sales decreased due to
the divestitures in 1997 of Hudson and Paw Print in the Consumer
and Industrial Products group.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income increased primarily due to the 1998
acquisitions, a full year of operations at the companies
acquired in 1997, more favorable pricing at Valmark, decreased
corporate expenses in the Specialty Printing and Labeling group,
and increased sales of higher gross margin product at Cape.
Partially offsetting these increases was decreased operating
income due to the addition of salespeople to promote the ad
specialty segment at SPAI, increased operating expenses related
to the expansion of Sate-Lite manufacturing into China, and
higher depreciation and amortization related to the 1998 and
1997 acquisitions.  In addition, the divestitures of Hudson, and
Paw Print reduced operating income.  Operating margin increased
0.5%, from 8.7% in 1997 to 9.2% in 1998 due to the reasons
mentioned above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Interest expense increased $3.2 million or 4.8% due to the tack-on bond offering at Motors and Gears done in December 1997, and
higher outstanding revolver balances in 1998 due to financing of
the 1998 acquisitions.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Income taxes - See note 15 of Notes to Consolidated Financial
Statements.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Liquidity and Capital Resources</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	</STRONG>The Company had approximately $160.3 million of working capital
from continuing operations at the end of 1999 compared to
approximately $146.9 million at the end of 1998.  The increase
in working capital from 1998 to 1999 was primarily due to higher
receivables and inventory of $24.7 million and $29.9 million,
respectively.  These increases in working capital are partially
offset by higher accounts payable and accrued expenses of $8.9
million and $20.7 million, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Company has acquired businesses through leveraged buyouts,
and as a result has significant debt in relation to total
capitalization.  See "Business".  Most of this acquisition debt
was initially financed through the issuance of bonds which were
subsequently refinanced in 1997.  See Note 5 to the Consolidated
Financial Statements.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In connection with each acquisition of a subsidiary, the
subsidiary entered into inter-company notes, and inter-company
management and tax sharing agreements, which permit the
subsidiaries, including the majority-owned subsidiaries,
substantial flexibility in moving funds from the subsidiaries to
the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Management expects continued growth in net sales and operating
income in 2000.  Capital spending levels in 2000 are anticipated
to be consistent with 1999 levels and, along with working
capital requirements, will be financed internally from operating
cash flow.  Operating margins and operating cash flow are
expected to be favorably impacted by ongoing cost reduction
programs, improved efficiencies and sales growth.  Management
believes that the Company's cash on hand and anticipated funds
from operations will be sufficient to cover its working capital,
capital expenditures, debt service requirements and other fixed
charge obligations for at least the next 12 months.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Company is, and expects to continue to be, in compliance
with the provisions of its Indentures.</P>

<P>	</P>

<P>	None of the subsidiaries require significant amounts of capital
spending to sustain their current operations or to achieve
projected growth.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Net cash provided by operating activities for the year ended
December 31, 1999 was $22.4 million, compared to $29.4 million
provided from operating activities during the same period in
1998.  The decrease is primarily attributed to increased net
losses (after giving effect to non-cash items, including the
change in deferred taxes and the gain on the sale of a
subsidiary), as well as an increase in non-current liabilities.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Net cash used in investing activities for the year ended December
31, 1999 was $159.4 million, compared to $140.5 million used in
investing activities during the same period in 1998.  The
increase is due primarily to an increase in both the number of
acquisitions and the aggregate purchase price of these
acquisitions in 1999.  Partially offsetting this increase is
higher proceeds from the sale of subsidiaries during the year.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Net cash provided by financing activities for the year ended
December 31, 1999 was $140.2 million, compared to $79.1 million
provided from financing activities during the same period in
1998.  The increase is primarily due to a debt issuance by the
Company in 1999.  Partially offsetting these increases was higher
payment of financing costs related to the debt issuance.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On March 22, 1999, the Company completed a $155.0 million "tack-on" bond offering at a 10 3/8% coupon.  The bonds were sold at
96.62% of par and mature on August 1, 2007.  The proceeds of
$149.8 million were used to acquire Alma Products($86.3 million
purchase price), pay certain transaction costs and repay
indebtedness under a Revolving Credit Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is party to various credit agreements under which the
Company is able to borrow up to $160 million to fund
acquisitions, provide working capital and for other general
corporate purposes.  This excludes the Jordan Telecommunication
Products credit agreement of $120 million since Jordan
Telecommunication Products is classified as a discontinued
operation.  The credit agreements mature at various dates through
2002.  The agreements are secured by a first priority security
interest in substantially all of the Company's assets. As of
March 23, 2000, the Company had approximately $137.0 million of
available funds under these arrangements.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Foreign Currency Impact</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Company's exposure to decreases in the value of foreign
currency is protected by its investment in manufacturing
facilities overseas whose costs, including labor and raw
materials, are also denominated in local currency.  Decreases in
the value of foreign currencies relative to the U.S. dollar have
not resulted in significant losses from foreign currency
translation.  However, there can be no assurance that foreign
currency fluctuations in the future would not have an adverse
effect on the Company's business, financial condition and results
of operations.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Impact of Inflation</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	General inflation has had only a minor effect on the operations
of the Company and its internal and external sources for
liquidity and working capital, as the Company has been able to
increase prices to reflect cost increases, and expects to be able
to do so in the future.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Impact of Year 2000</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Company experienced no significant disruptions in mission
critical information technology and non-information technology
systems and believes those systems successfully responded to the
Year 2000 date change.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 7A.  	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's debt obligations are primarily fixed-rate in nature
and, as such, are not sensitive to changes in interest rates.  At
December 31, 1999, the Company had $190.4 million of variable
rate debt outstanding.  A one percentage point increase in
interest rates would increase the annual amount of interest paid
by approximately $1.9 million.  The Company does not believe that
its market risk financial instruments on December 31, 1999 would
have a material effect on future operations or cash flows.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is exposed to market risk from changes in foreign
currency exchange rates, including fluctuations in the functional
currency of foreign operations.  The functional currency of
operations outside the United States is the respective local
currency.  Foreign currency translation effects are included in
accumulated other comprehensive income in shareholder's equity.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">      Page No.
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Reports of Independent
Auditors....................................</P>

<BR WP="BR1"><BR WP="BR2">
<P>Consolidated Balance Sheets as of December 31, 1999
and
1998...............................................................</P>

<BR WP="BR1"><BR WP="BR2">
<P>Consolidated Statements of Operations for the years
ended December 31, 1999, 1998 and
1997............................................</P>

<BR WP="BR1"><BR WP="BR2">
<P>Consolidated Statements of Changes in Shareholders'
Equity (Net</P>

<P>Capital Deficiency) for the years ended December 31,
1999, 1998 and
1997...............................................................</P>

<BR WP="BR1"><BR WP="BR2">
<P>Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and
1997............................................</P>

<BR WP="BR1"><BR WP="BR2">
<P>Notes to Consolidated Financial
Statements.........................</TD>
<TD STYLE="text-align: CENTER">3e+11</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>REPORT OF INDEPENDENT AUDITORS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>The Board of Directors and Shareholders</P>

<P>Jordan Industries, Inc.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>We have audited the accompanying consolidated balance sheets of
Jordan Industries, Inc. as of December 31, 1999 and 1998 and the
related consolidated statements of operations, shareholder's
equity (net capital deficiency), and cash flows for each of the
three years in the period ended December 31, 1999.  Our audits
also included the financial statement schedule listed in the
Index at Item 14(a).  These financial statements and schedule are
the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and schedule based on our audits.  We did not audit
the financial statements of certain subsidiaries whose statements
reflect total assets constituting 20%, and 14%, as of December
31, 1999 and 1998, respectively, and net sales constituting 21%,
8%, and 4% for the years ended December 31, 1999, 1998 and 1997,
respectively, of the related consolidated totals.  Those
statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to data
included for these subsidiaries, is based solely on the reports
of the other auditors.</P>

<BR WP="BR1"><BR WP="BR2">
<P>We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors
provide a reasonable basis for our opinion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Jordan Industries, Inc. at December 31, 1999 and
1998, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December
31, 1999, in conformity with accounting principles generally
accepted in the United States.  Also, in our opinion, the related
financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	ERNST & YOUNG LLP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Chicago, Illinois</P>

<P>March 21, 2000</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>To the Shareholder of Alma Products I, Inc.:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>We have audited the accompanying balance sheet of ALMA PRODUCTS
I, INC. (as defined in Note 1) as of December 31, 1999, and the
related statements of operations, shareholder's equity and cash
flows for the period from March 22, 1999 to December 31, 1999.
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.</P>

<BR WP="BR1"><BR WP="BR2">
<P>We conducted our audit in accordance with auditing standards
generally accepted in the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Alma Products I, Inc. as of December 31, 1999, and
the results of its operations and its cash flows for the period
from March 22, 1999 to December 31, 1999 in conformity with
accounting principles generally accepted in the United States.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	ARTHUR ANDERSEN LLP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Detroit, Michigan</P>

<P> February 18, 2000</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>To the Board of Directors of</P>

<P>Motion Control Engineering, Inc.:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>We have audited the balance sheets of MOTION CONTROL ENGINEERING,
INC. (a California corporation and a wholly-owned subsidiary of
Motors & Gears, Inc.) as of December 31, 1999 and 1998, and the
related statements of income, shareholders' equity and cash flows
for the years then ended and for the 13 days ended December 31,
1997.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.</P>

<BR WP="BR1"><BR WP="BR2">
<P>We conducted our audits in accordance with generally accepted
auditing standards.  Those standards required that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Motion Control Engineering, Inc. as of December 31, 1999 and
1998 and the results of its operations and its cash flows for the
years then ended and for the 13 days ended December 31, 1997 in
conformity with generally accepted accounting principles.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						ARTHUR ANDERSEN LLP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Sacramento, California</P>

<P>	January 21, 2000</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>INDEPENDENT AUDITOR'S REPORT</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>The Board of Directors</P>

<P>FIR Group Holding Italia S.p.A.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	We have audited the consolidated balance sheets of FIR
Group Holding Italia S.p.A. (the "Company") as of October 31,
1999 and 1998, and the related consolidated statements of income
for the years then ended, and the related consolidated statements
of retained earnings and cash flow for the year ended October 31,
1999.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatements.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of the Company as of October 31, 1999 and
1998, and the results of its operations for the years then ended
and its cash flow for the year ended October 31, 1999, in
conformity with generally accepted accounting principles.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	PRICEWATERHOUSECOOPERS S.p.A</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Bologna, 26 January 2000</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>CONSOLIDATED BALANCE SHEETS</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<BR WP="BR1"><BR WP="BR2">
<P>	                         December
31,      	                      1999
1998  </P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Current assets:

<P>   Cash and cash equivalents</P>

<P>   Accounts receivable, net of allowance
of $2,824      and $3,256 in 1999 and
1998, respectively</P>

<P>   Inventories</P>

<P>   Net assets of discontinued operations
held for       sale</P>

<P>   Prepaid expenses and other current
assets</P>

<P>Total current assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>Property, plant and equipment, net</P>

<P>Investments in and advances to affiliates</P>

<P>Goodwill, net</P>

<P>Deferred income taxes</P>

<P>Other assets</P>

<P>  Total Assets</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$
20,417

<BR WP="BR1"><BR WP="BR2">
<P>139,269 </P>

<P>130,747 </P>

<BR WP="BR1"><BR WP="BR2">
<P>267,616 </P>

<P>
10,392 </P>

<P>568,441 </P>

<BR WP="BR1"><BR WP="BR2">
<P>108,114 </P>

<P>25,337 </P>

<P>404,359 </P>

<P>15,851 </P>

<P>
44,238 </P>

<P>$1,166,340 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$   14,967

<BR WP="BR1"><BR WP="BR2">
<P>114,537 </P>

<P>100,862 </P>

<BR WP="BR1"><BR WP="BR2">
<P>240,346 </P>

<P>
13,335 </P>

<P>484,047 </P>

<BR WP="BR1"><BR WP="BR2">
<P>98,446 </P>

<P>11,395 </P>

<P>322,583 </P>

<P>2,053 </P>

<P>
36,881 </P>

<P>$
955,405 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)</P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD>Current liabilities:

<P>  Accounts payable</P>

<P>  Accrued liabilities</P>

<P>  Advance Deposits</P>

<P>  Current portion of long-term debt</P>

<P>      Total current liabilities</P>

<BR WP="BR1"><BR WP="BR2">
<P>Long-term debt</P>

<P>Other noncurrent liabilities</P>

<P>Minority interest</P>

<P>Preferred stock</P>

<BR WP="BR1"><BR WP="BR2">
<P>Shareholders' equity (net capital
deficiency): Common stock $.01 par value:
authorized-100,000   shares issued and
outstanding-98,501 shares</P>

<P>Additional paid in capital</P>

<P>Accumulated other comprehensive income</P>

<P>Accumulated deficit</P>

<P>Total shareholders' equity (net capital
deficiency)</P>

<P>Total Liabilities and Shareholders'
Equity (Net   Capital Deficiency)</TD>
<TD></P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$
60,345 </P>

<P STYLE="text-align: RIGHT">63,299 </P>

<P STYLE="text-align: RIGHT">1,651 </P>

<P STYLE="text-align: RIGHT">
424,520 </P>

<P STYLE="text-align: RIGHT">549,815 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">843,211 </P>

<P STYLE="text-align: RIGHT">9,897 </P>

<P STYLE="text-align: RIGHT">406 </P>

<P STYLE="text-align: RIGHT">1,846 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">1 </P>

<P STYLE="text-align: RIGHT">2,116 </P>

<P STYLE="text-align: RIGHT">(5,740)</P>

<P STYLE="text-align: RIGHT">
(235,212)</P>

<P STYLE="text-align: RIGHT">
(238,835)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$1,166,340 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$
51,529

<P>42,578 </P>

<P>1,841 </P>

<P>
3,279 </P>

<P>99,227 </P>

<BR WP="BR1"><BR WP="BR2">
<P>1,054,327 </P>

<P>8,120 </P>

<P>169 </P>

<P>1,706 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1 </P>

<P>2,116 </P>

<P>2,038 </P>

<P>
(212,299)</P>

<P>
(208,144)</P>

<BR WP="BR1"><BR WP="BR2">
<P>$
955,405 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">See accompanying notes.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>CONSOLIDATED STATEMENTS OF OPERATIONS</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">     Year ended December 31,         </P>

<P STYLE="text-align: RIGHT">  1999          1998        1997     </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Net Sales

<P>Cost of sales, excluding
  depreciation</P>

<P>Selling, general, and
   administrative expense,</P>

<P> excluding depreciation</P>

<P>Depreciation</P>

<P>Amortization of goodwill and
other    intangibles</P>

<P>Management fees and other</P>

<P>   Operating income</P>

<P>Other (income) and expenses:</P>

<P>  Interest expense</P>

<P>  Interest income</P>

<P>  Gain on sale of
subsidiaries </P>

<P>  Other</P>

<P>      Total other expenses</P>

<P>Loss from continuing
operations before income
taxes, minority   interest,
and equity in losses of
investee</P>

<P>(Benefit) provision for
income taxes</P>

<P>Loss from continuing
operations </P>

<P>before minority interest,
and equity in losses of
investee</P>

<P>Minority interest</P>

<P>Equity in losses of investee</P>

<P>Loss from continuing
operations</P>

<BR WP="BR1"><BR WP="BR2">
<P>Loss from discontinued
operations</P>

<P>Loss before extraordinary
items</P>

<P>Extraordinary loss</P>

<P>    Net loss</TD>
<TD STYLE="text-align: RIGHT">$776,862 </P>

<BR WP="BR1"><BR WP="BR2">
<P>502,575 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>160,419 </P>

<P>20,704 </P>

<BR WP="BR1"><BR WP="BR2">
<P>16,006 </P>

<P> 10,444 </P>

<P>66,714 </P>

<BR WP="BR1"><BR WP="BR2">
<P>87,222 </P>

<P>(1,091)</P>

<P>(10,037)</P>

<P>    (87)</P>

<P> 76,007 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(9,293)</P>

<BR WP="BR1"><BR WP="BR2">
<P> (1,032)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(8,261)</P>

<P>80 </P>

<P>      - </P>

<P>(8,341)</P>

<BR WP="BR1"><BR WP="BR2">
<P> 10,238 </P>

<P>(18,579)</P>

<P>      - </P>

<P>$(18,579)</TD>
<TD STYLE="text-align: RIGHT">$633,579 </P>

<BR WP="BR1"><BR WP="BR2">
<P>406,970 </P>

<P> </P>

<BR WP="BR1"><BR WP="BR2">
<P>131,055 </P>

<P>16,409 </P>

<BR WP="BR1"><BR WP="BR2">
<P>13,753 </P>

<P>  7,415 </P>

<P>57,977 </P>

<BR WP="BR1"><BR WP="BR2">
<P>70,184 </P>

<P>(1,656)</P>

<P>- </P>

<P>    361 </P>

<P> 68,889 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(10,912)</P>

<BR WP="BR1"><BR WP="BR2">
<P>  3,875 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(14,787)</P>

<P>294 </P>

<P>      - </P>

<P>(15,081)</P>

<BR WP="BR1"><BR WP="BR2">
<P> 16,326 </P>

<P>(31,407)</P>

<P>    179 </P>

<P>$(31,586)</TD>
<TD STYLE="text-align: RIGHT">$450,102
</P>

<BR WP="BR1"><BR WP="BR2">
<P>282,654 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>100,778 </P>

<P>14,163 </P>

<BR WP="BR1"><BR WP="BR2">
<P>10,223 </P>

<P>  3,063 </P>

<P>39,221 </P>

<BR WP="BR1"><BR WP="BR2">
<P>66,947 </P>

<P>(2,227)</P>

<P>(17,081)</P>

<P> (1,036)</P>

<P> 46,603 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(7,382)</P>

<BR WP="BR1"><BR WP="BR2">
<P>  2,252 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(9,634)</P>

<P>(2,417)</P>

<P>  3,386 </P>

<P>(10,603)</P>

<BR WP="BR1"><BR WP="BR2">
<P>  3,657 </P>

<P>(14,260)</P>

<P> 31,358 </P>

<P>$(45,618)</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">See accompanying notes.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>(NET CAPITAL DEFICIENCY)</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<P STYLE="text-align: CENTER"> Common Stock                        Accumulated</P>

<P>			                     Additional   Note	    Other</P>

<P>				Number         Paid-in  Receivable  Comprehensive Accumulated</P>

<P>			     of Shares Amount  Capital from Officer    Income       Deficit
Total
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Balance at January
1,    1997 </P>

<P>Purchase of common
stock</P>

<P>Issuance of common
stock</P>

<P>Sales of subsidiary
to   related party</P>

<P>Cumulative
translation
adjustment</P>

<P>Net loss</P>

<P>Comprehensive income</P>

<P>Balance at December
31, 1997</P>

<P>Non-cash dividends
to   third parties</P>

<P>Cumulative
translation
adjustment </P>

<P>Net loss </P>

<P>Comprehensive income</P>

<P>Balance at December
 31, 1998</P>

<P>Non-cash dividends
to   third parties</P>

<P>Cumulative
translation
adjustment </P>

<P>Net loss </P>

<P>Comprehensive income</P>

<P>Balance at December
   31, 1999</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">95,001

<BR WP="BR1"><BR WP="BR2">
<P>(1,500)</P>

<BR WP="BR1"><BR WP="BR2">
<P>5,000 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>98,501 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>      -
 </P>

<P>98,501 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>98,501 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$1

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<P>-</P>

<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>1</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<P>-</P>

<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>1</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>-</P>

<P>-</P>

<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>$1</P>
</TD>
<TD STYLE="text-align: RIGHT">
<BR WP="BR1"><BR WP="BR2">$2,557

<BR WP="BR1"><BR WP="BR2">
<P>(1,460)</P>

<BR WP="BR1"><BR WP="BR2">
<P>1,019 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>     - </P>

<BR WP="BR1"><BR WP="BR2">
<P>2,116 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>     - </P>

<BR WP="BR1"><BR WP="BR2">
<P>2,116 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>     - </P>

<BR WP="BR1"><BR WP="BR2">
<P>$2,116 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$(1,460)

<BR WP="BR1"><BR WP="BR2">
<P>1,460 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P> </P>

<P>- </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>      - </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$    985

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>(1,489)</P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>(504)</P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>2,542 </P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>2,038 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>(7,778)</P>

<P>- </P>

<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>$(5,740)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$(132,364)

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>1,084 </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>(45,618)</P>

<P>        - </P>

<BR WP="BR1"><BR WP="BR2">
<P>(176,898)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(3,815)</P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>(31,586)</P>

<P>
-   </P>

<P>(212,299) </P>

<BR WP="BR1"><BR WP="BR2">
<P>(4,334)</P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>(18,579)</P>

<P>        - </P>

<BR WP="BR1"><BR WP="BR2">
<P>$(235,212)</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$(130,281)

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>1,019 </P>

<BR WP="BR1"><BR WP="BR2">
<P>1,084 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(1,489)</P>

<P> (45,618)</P>

<P> (47,107)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(175,285)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(3,815)</P>

<BR WP="BR1"><BR WP="BR2">
<P>2,542 </P>

<P> (31,586)</P>

<P> (29,044)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(208,144)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(4,334)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(7,778)</P>

<P> (18,579)</P>

<P> (26,357)</P>

<BR WP="BR1"><BR WP="BR2">
<P>$(238,835)</P>
</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">See accompanying notes.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>CONSOLIDATED STATEMENTS OF CASH FLOWS</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">        Year ended December 31,      </P>

<P STYLE="text-align: RIGHT">       1999         1998          1997    </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><STRONG>Cash flows from operating
activities:</STRONG>

<P>  Net loss</P>

<P>Adjustments to reconcile net
loss to   net cash provided
by operating   activities:</P>

<P>  Amortization of deferred
           financing costs</P>

<P>  Depreciation and
amortization</P>

<P>  Deferred taxes</P>

<P>  Equity in losses of
investee</P>

<P> (Gain) loss on sale of
          subsidiaries</P>

<P>  Minority interest</P>

<P>  Extraordinary loss</P>

<P>  Non-cash interest</P>

<P>Changes in operating assets
and     liabilities (net of
acquisitions):</P>

<P>  Accounts receivable</P>

<P>  Inventories</P>

<P>  Prepaid expenses and other
           current assets</P>

<P>  Non-current assets</P>

<P>  Accounts payable, accrued
           liabilities, and
other current
liabilities</P>

<P>  Advance deposits</P>

<P>  Non-current liabilities</P>

<P>  Other</P>

<P>  Net current assets of
discontinued      operations</P>

<P>Net cash provided by
operating    activities</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Cash flows from investing
activities:</STRONG></P>

<P>Capital expenditures, net of
      dispositions</P>

<P>Acquisitions of subsidiaries</P>

<P>Additional purchase price
payments    </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$(18,579)

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4,679 </P>

<P>36,710 </P>

<P>(12,542)</P>

<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>(10,037)</P>

<P>80 </P>

<P>- </P>

<P>30,085 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(4,338)</P>

<P>(5,517)</P>

<BR WP="BR1"><BR WP="BR2">
<P>3,531 </P>

<P>(1,702)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>9,142 </P>

<P>(190)</P>

<P>(4,954)</P>

<P>247 </P>

<BR WP="BR1"><BR WP="BR2">
<P>
(4,187)</P>

<BR WP="BR1"><BR WP="BR2">
<P>22,428 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(23,318)</P>

<P>(133,233)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(9,359)</P>

<BR WP="BR1"><BR WP="BR2">
<P>2,534 </P>

<P>17,965 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$
(31,586)

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4,451 </P>

<P>45,047 </P>

<P>205 </P>

<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>6,299 </P>

<P>696 </P>

<P>179 </P>

<P>26,303 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(17,597)</P>

<P>(3,947)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(3,998)</P>

<P>(4,024)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>5,370 </P>

<P>156 </P>

<P>378 </P>

<P>
(540)</P>

<BR WP="BR1"><BR WP="BR2">
<P>   1,991 </P>

<BR WP="BR1"><BR WP="BR2">
<P>29,383 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(21,477)</P>

<P>(118,416)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(10,649)</P>

<BR WP="BR1"><BR WP="BR2">
<P>2,292 </P>

<P>15,000 </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$ (45,618)

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>3,622 </P>

<P>35,321 </P>

<P>- </P>

<P>3,386 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(17,081)</P>

<P>(1,874)</P>

<P>31,358 </P>

<P>18,456 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(15,942)</P>

<P>(5,695)</P>

<BR WP="BR1"><BR WP="BR2">
<P>796 </P>

<P>(602)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>3,713 </P>

<P>3,524 </P>

<P>3,799 </P>

<P>
345 </P>

<BR WP="BR1"><BR WP="BR2">
<P>      - </P>

<BR WP="BR1"><BR WP="BR2">
<P>17,508 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(14,179)</P>

<P>(229,807)</P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>4,972 </P>

<P>45,954 </P>

<P>12,500 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">(Continued on following page.)</P>

<P STYLE="text-align: CENTER">See accompanying notes.<STRONG></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>CONSOLIDATED STATEMENTS OF CASH FLOWS</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<P STYLE="text-align: CENTER">(continued)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">        Year ended December 31,      </P>

<P STYLE="text-align: RIGHT"><STRONG>Cash flows from financing   activities:</STRONG>    1999          1998
      1997   </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Proceeds of debt issuance-JII, Inc.

<P>Proceeds from preferred
stock   issuance-Jordan
Telecommunications
Products, Inc.</P>

<P>Proceeds of debt issuance-Motors   and Gears, Inc.</P>

<P>Proceeds of debt issuance-Jordan   Telecommunications,
Inc.</P>

<P>Proceeds from revolving
credit   facilities, net</P>

<P>Payment of financing costs</P>

<P>Repayment of long-term debt</P>

<P>Other borrowing </P>

<P>Net cash provided by
financing   activities</P>

<P>Foreign currency translation</P>

<P>Net (decrease) increase in
cash and   cash equivalents</P>

<P>Cash and cash equivalents at
 beginning of year</P>

<P>Cash and cash equivalents at
end of   year</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Supplemental disclosures of
cash flow information:</STRONG></P>

<P>   Cash paid during the year
for:</P>

<P>        Interest</P>

<P>        Income taxes, net</P>

<P>   Noncash investing
activities:</P>

<P>        Capital leases</TD>
<TD STYLE="text-align: RIGHT">149,761</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>22,100 </P>

<P>(12,930)</P>

<P>(18,851)</P>

<P>     135 </P>

<BR WP="BR1"><BR WP="BR2">
<P>140,215 </P>

<P>  (5,881)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(2,591)</P>

<BR WP="BR1"><BR WP="BR2">
<P>  23,008 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$  20,417 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$59,281</P>

<P>$9,595</P>

<BR WP="BR1"><BR WP="BR2">
<P>$5,008</TD>
<TD STYLE="text-align: RIGHT">- </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<P>96,000 </P>

<P>- </P>

<P>(19,192)</P>

<P>   2,310 </P>

<BR WP="BR1"><BR WP="BR2">
<P>79,118 </P>

<P>   2,542 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(29,492)</P>

<BR WP="BR1"><BR WP="BR2">
<P>  52,500 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$  23,008 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$48,250 </P>

<P>$3,714 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$13,019 </TD>
<TD STYLE="text-align: RIGHT">120,000 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>25,000 </P>

<BR WP="BR1"><BR WP="BR2">
<P>105,692 </P>

<BR WP="BR1"><BR WP="BR2">
<P>273,545 </P>

<BR WP="BR1"><BR WP="BR2">
<P>21,500 </P>

<P>(29,514)</P>

<P>(331,560)</P>

<P>       - </P>

<BR WP="BR1"><BR WP="BR2">
<P>184,663 </P>

<P>  (1,908)</P>

<BR WP="BR1"><BR WP="BR2">
<P>19,703 </P>

<BR WP="BR1"><BR WP="BR2">
<P>  32,797 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$  52,500 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$56,957 </P>

<P>$4,617 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$2,318 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">(See accompanying notes.)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>NOTES TO CONSOLIDATED STATEMENTS FINANCIAL STATEMENTS</STRONG></P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 1 - Organization</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Industries, Inc. ("the Company"), an Illinois corporation,
was formed by Chicago Group Holdings, Inc. on May 26, 1988 for the
purpose of combining into one corporation certain companies in
which partners and affiliates of the Jordan Company (the Jordan
Group) acquired ownership interests through leveraged buy-outs.
Chicago Group Holdings, Inc. was formed on February 8, 1988 and
had no operations.  The Company was merged with Chicago Group
Holdings, Inc. on May 31, 1988 with the Company being the
surviving company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's continuing business is divided into six groups.  The
Specialty Printing and Labeling group consists of Sales Promotion
Associates, Inc. ("SPAI"), Valmark Industries, Inc. ("Valmark"),
Pamco Printed Tapes and Label Co., Inc. ("Pamco") and Seaboard
Folding Box, Inc. ("Seaboard").  The Jordan Specialty Plastics
group consists of Beemak Plastics, Inc. ("Beemak"), Sate-Lite
Manufacturing Company ("Sate-Lite"), and Deflecto Corporation
("Deflecto").  The Jordan Auto Aftermarket group consists of Dacco
Incorporated ("Dacco") and Alma Products Company ("Alma").  The
Capita Technologies group consists of Protech Systems, Inc.
("Protech") and GDI Services, Inc. ("Garg").  The Motors and Gears
group consists of The Imperial Electric Company ("Imperial") and
its subsidiaries, Gear Research, Inc. ("Gear") and Euclid
Universal Corporation ("Euclid"), Merkle-Korff Industries, Inc.
("Merkle-Korff"), FIR Group Companies, ("FIR"), Electrical Design
& Control ("ED&C"), Motion Control Engineering ("Motion Control")
and Advanced D.C. Motors ("Advanced DC").   The remaining
businesses comprise the Company's Consumer and Industrial Products
group.  This group consists of Riverside Book and Bible House,
Inc. ("Riverside"), Cape Craftsmen, Inc. ("Cape"), Welcome Home,
Inc. ("Welcome Home"), and Cho-Pat, Inc. ("Cho-Pat").  All of the
foregoing corporations are collectively referred to herein as the
"Subsidiaries," and individually as a "Subsidiary."</P>

<BR WP="BR1"><BR WP="BR2">
<P>As discussed in more detail in Note 4, "Discontinued Operations",
the Jordan Telecommunication Products business has been presented
as Discontinued Operations.</P>

<BR WP="BR1"><BR WP="BR2">
<P>All of the Company subsidiaries, exclusive of the Motors and Gears
subsidiaries, are classified as Restricted Subsidiaries
("Restricted Subsidiaries") for purposes of certain of the
Company's debt instruments.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 2 - Significant accounting policies</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>		Principles of consolidation</P>

<BR WP="BR1"><BR WP="BR2">
<P>The consolidated financial statements include the accounts of the
Company and subsidiaries.  All significant inter-company balances
and transactions have been eliminated.  Operations of FIR are
included for the period ended two months prior to the Company's
year end and interim periods to ensure timely preparation of the
consolidated financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Cash and cash equivalents</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company considers all highly liquid investments purchased with
an initial maturity of three months or less to be cash
equivalents.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Inventories</P>

<BR WP="BR1"><BR WP="BR2">
<P>Inventories are stated at lower of cost or market.  Inventories
are primarily valued at either average or first-in, first-out
(FIFO) cost.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Depreciation and amortization</P>

<BR WP="BR1"><BR WP="BR2">
<P>Property, plant and equipment- Depreciation and amortization of
property, </P>

<P>plant and equipment is calculated using estimated useful lives,
or over the lives of the underlying leases, if less, using the
straight-line method.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The useful lives of plant and equipment for the purpose of
computing book depreciation are as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Machinery and equipment

<P>Buildings and
improvements</P>

<P>Furniture and fixtures</TD>
<TD>3-10
years</P>

<P>7-35
years</P>

<P>5-10
years</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>Goodwill - Goodwill is being amortized on the straight-line basis
over periods ranging from 15 to 40 years.  Goodwill at December
31, 1999 and 1998 is net of accumulated amortization of $50,503,
and $37,464, respectively.  The Company evaluates the
recoverability of long-lived assets by measuring the carrying
amounts of the assets against the estimated undiscounted future
cash flows associated with them.  At the time such evaluations
indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of
such assets, the assets are adjusted to their fair values.  Based
on these evaluations, there were no material adjustments to the
carrying value of long-lived assets in 1999, 1998 or 1997.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Other assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>Patents are amortized over the remainder of their legal lives,
which approximate their useful lives, on the straight-line basis.
Deferred financing costs amounting to $33,720 and $25,419, net of
accumulated amortization of $17,763 and $13,084 at December 31,
1999 and 1998, respectively, are amortized over the terms of the
loans or, if shorter, the period such loans are expected to be
outstanding.  Non-compete covenants and customer lists amounting
to $1,783 and $2,861, net of accumulated amortization of $24,534
and $23,456 at December 31, 1999 and 1998, respectively, are
amortized on the straight-line basis over their estimated useful
lives, ranging from three to ten years.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Income taxes</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax
rates and laws that are expected to be in effect when the
differences reverse.  The Company has not provided for U.S.
Federal and State Income Taxes on undistributed earnings of
foreign subsidiaries to the extent the undistributed earnings are
considered to be permanently reinvested.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Revenue recognition</P>

<BR WP="BR1"><BR WP="BR2">
<P>Revenues are primarily recognized when products are shipped to
customers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Use of estimates</P>

<BR WP="BR1"><BR WP="BR2">
<P>The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes.  Actual
results could differ from those estimates.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Reclassification</P>

<BR WP="BR1"><BR WP="BR2">
<P>Certain amounts in prior years financial statements have been
reclassified to conform with the presentation in 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Realignment of segment reporting</P>

<BR WP="BR1"><BR WP="BR2">
<P>In 1998 Sate-Lite and Beemak were reclassified from the Consumer
and Industrial Products segment to the Jordan Specialty Plastics
segment.  In 1999, Dacco was moved from the Consumer and
Industrial Products segment to the Jordan Auto Aftermarket
Products segment.  Also in 1999, Welcome Home was reconsolidated
into the Consumer and Industrial Products segment as a result of
its emergence from bankruptcy on July 21, 1999.  Due to the sale
of the Jordan Telecommunication Products segment on January 18,
2000, its operating results have not been included in the segment
information, and have been classified as a discontinued operation.
Prior period results were realigned into these new groups, and
restated to exclude the Jordan Telecommunication Products segment,
in order to provide accurate comparisons between periods.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		New pronouncements</P>

<BR WP="BR1"><BR WP="BR2">
<P>In June 1998, the FASB issued SFAS No. 133, <EM>Accounting for
Derivative Instruments and Hedging Activities</EM> ("Statement 133"),
which is required to be adopted effective January 1, 2001.
Statement 133 requires all derivatives to be recognized in the
balance sheet as either assets or liabilities at fair value.
Derivatives that are not hedges must be adjusted to fair value
through income.  In addition, all hedging relationships must be
designated, reassessed and documented pursuant to the provisions
of Statement 133.  Management believes the adoption of this
Statement will not have a material effect on the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Concentration of credit risk</P>

<BR WP="BR1"><BR WP="BR2">
<P>Financial instruments which potentially subject the Company to
concentration of credit risk consist principally of cash and cash
equivalents and accounts receivable.  The Company deposits cash
and cash equivalents with high quality financial institutions, and
is restricted by its revolving credit facilities as to its
investment instruments.  Concentration of credit risk relating to
accounts receivable is limited due to the large number of
customers from many different industries and locations.  The
Company believes that its allowance for doubtful accounts is
adequate to cover potential credit risk.</P>

<BR WP="BR1"><BR WP="BR2">
<P>At December 31, 1999 the Company has approximately $8,950 of
investments in Russia related to its investments in two affiliates
(see note 8).  The Company will continue to monitor the underlying
economics of business in this region, as well as other regions
effected by the continuing world economic conditions.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		Foreign currency translation</P>

<BR WP="BR1"><BR WP="BR2">
<P>In accordance with SFAS No. 52, <EM>Foreign Currency Translation,</EM>
assets and liabilities of the Company's foreign operations are
translated from foreign currencies into U.S. dollars at year-end
rates while income and expenses are translated at the weighted
average exchange rates for the year.  The Company is exposed to
market risk from changes in foreign currency exchange rates,
including fluctuations in the functional currency of foreign
operations.  Gains or losses resulting from the translations of
foreign currency financial statements are deferred and classified
as a separate component of shareholders' equity.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Note 3 - Welcome Home Chapter 11 Filing</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>On January 21, 1997, Welcome Home filed a voluntary petition for
relief under Chapter 11 ("Chapter 11") of title 11 of the United
States code in the United States Bankruptcy Court for the Southern
District of New York ("Bankruptcy Court").  In Chapter 11, Welcome
Home continued to manage its affairs and operate its business as
a debtor-in-possession.  The results of Welcome Home were not
consolidated with the Company's results for the period between
January 21, 1997 and July 21, 1999 as the Company no longer had
the ability to control the operations and financial affairs of the
Company.  On July 21, 1999, Welcome Home emerged from bankruptcy,
whereupon the Company now owns approximately 94% of the
outstanding common stock of Welcome Home, for consideration paid
to creditors of approximately $1,149.  The results of Welcome Home
are consolidated with the Company's results from the day of the
emergence, as the Company has regained operational and financial
control of Welcome Home.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The operating results of Welcome Home included in the consolidated
results of the Company over the last three years are as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">Year ended December 31,     </P>

<P STYLE="text-align: RIGHT">  1999        1998         1997  </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Net Sales

<P>Operating income (loss)</P>

<P>Income (loss) before
income taxes</TD>
<TD STYLE="text-align: RIGHT">$
35,272</P>

<P>4,006</P>

<P>$     3,465</TD>
<TD STYLE="text-align: RIGHT">$
-</P>

<P>-</P>

<P>$
-</TD>
<TD STYLE="text-align: RIGHT">$   2,456 </P>

<P>(1,107)</P>

<P>$
(1,195)</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 4 - Discontinued Operations</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>On July 25, 1997, the Company recapitalized its investment in
Jordan Telecommunication Products, Inc. ("JTP") and JTP acquired
the Company's telecommunications and data communications products
business from the Company for total consideration of approximately
$294,027, consisting of $264,027 in cash, $10,000 of assumed
indebtedness and preferred stock, and the issuance to the Company
of $20,000 aggregate liquidation preference of JTP Junior
Preferred Stock.  The Company's stockholders and affiliates and
JTP management invested in and acquired the JTP common stock.  As
a result of the recapitalization, certain of the Company's
affiliates and JTP management owned substantially all of the JTP
common stock.  The Company's investment in JTP was represented
solely by the JTP Junior Preferred Stock.  The JTP Junior
Preferred Stock represented 95% of JTP's stockholder voting rights
and accreted 95% of JTP's net income or loss.  The Company had
obtained an independent opinion as to the fairness, from a
financial point of view, of the recapitalization to the Company
and its public bondholders.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In the fourth quarter of 1999, the Company received Board of
Director approval to sell the business unit.  On January 18, 2000,
the Company's affiliates sold the common stock of JTP to an
unaffiliated third party and the Company sold its interest in the
preferred stock for $54,100.  The Company also received $6,535 for
reimbursement of expenses, $12,000 for the buyout of the
management services agreements, and $3,900 for an advisory and
indemnity fee.  The Company will recognize an estimated gain of
$70,000 on the disposition in the first quarter of 2000.  As a
result of the sale, the Company estimates it will owe
approximately $28,000 in taxes in 2000.</P>

<BR WP="BR1"><BR WP="BR2">
<P>For 1999, 1998 and 1997, JTP's net sales were $431,310, $310,028
and $257,010, respectively.  The losses on discontinued operations
in the Company's Statements of Operations for the years ended
December 31, 1999, 1998 and 1997, included income tax expense of
$9,269, $4,287, and $4,323, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>For financial reporting purposes, the assets to be sold and
liabilities to be assumed, have been classified in the
Consolidated Balance Sheet as Assets of discontinued operations
held for sale as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>
December 31,          </P>

<P><STRONG>Assets:</STRONG>                                           1999
      1998    </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Cash

<P>Accounts receivable, net</P>

<P>Inventories, net</P>

<P>Other current assets</P>

<P>Property, plant, and
equipment, net</P>

<P>Goodwill</P>

<P>Other assets</P>

<P>   Total Assets</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Liabilities</STRONG>:</P>

<P>Accounts payable</P>

<P>Accrued expenses</P>

<P>Advanced deposits</P>

<P>Other non-current liabilities</P>

<P>Preferred Stock</P>

<P>   Total Liabilities</P>

<BR WP="BR1"><BR WP="BR2">
<P>Net assets of discontinued
operations</P>

<P> held for sale</TD>
<TD>	$  6,863</P>

<P>	76,409</P>

<P>	54,370</P>

<P>	5,072</P>

<P>	53,224</P>

<P>	163,354</P>

<P>	 29,381</P>

<P>	388,673</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	38,996</P>

<P>	39,770</P>

<P>	3,267</P>

<P>	10,940</P>

<P>	 28,084</P>

<P>	121,057</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	$267,616</TD>
<TD>	$  8,040</P>

<P>	44,622</P>

<P>	38,859</P>

<P>	16,527</P>

<P>	41,132</P>

<P>	168,927</P>

<P>	 21,006</P>

<P>	339,113</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	19,269</P>

<P>	29,739</P>

<P>	3,739</P>

<P>	12,362</P>

<P>	 33,658</P>

<P>	98,767</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	$240,346</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 5 - Financial Recapitalization and Business Repositioning
Plan ("The Plan")</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears Holdings, Inc., along with its wholly-owned
subsidiary, Motors and Gears, Inc. ("M&G"), were formed to combine
a group of companies engaged in the manufacturing and sale of
fractional and sub-fractional motors and gear motors primarily to
customers located throughout the United States and Europe.</P>

<BR WP="BR1"><BR WP="BR2">
<P>At the end of 1996, M&G was comprised of Merkle-Korff and its
wholly-owned subsidiary, Barber-Colman, and Imperial and its
wholly-owned subsidiaries, Scott, and Gear.  All of the
outstanding shares of Merkle-Korff were purchased by M&G in
September 1995 and the net assets of Barber-Colman were purchased
by Merkle-Korff in March 1996.  Barber-Colman was legally merged
into Merkle-Korff as of January 1, 1997 and now operates as a
division of Merkle-Korff.  The net assets of Imperial, Scott, and
Gear were purchased by M&G, from the Company, at an arms length
basis on November 7, 1996, with the proceeds from a debt offering.
The purchase price was $75,656, which included the repayment of
$6,008 in Imperial liabilities owed to the Company, and a
contingent payment payable pursuant to a contingent earnout
agreement.  Under the terms of the contingent earnout agreement,
50% of Imperial, Scott and Gear's cumulative earnings before
interest, taxes, depreciation and amortization, as defined,
exceeding $50,000 during the five fiscal years ended December 31,
1996, through December 31, 2000, will be paid to the Company.
Payments, if any, under the contingent earnout agreement will be
determined and made on April 30, 2001.</P>

<BR WP="BR1"><BR WP="BR2">
<P>As a result of this sale to M&G, the Company recognized
approximately $62,700 of deferred gain at the time of sale for
U.S. Federal income tax purposes, as adjusted for the value of the
earnout, once finally determined.  A portion of this deferred gain
is reported as the M&G group reports depreciation and amortization
over approximately 15 years on the step-up in basis of those
purchased assets.  As long as M&G remains in the Company's
affiliated group, the gain reported and the depreciation on the
step-up in basis should exactly offset each other.  Upon any
future de-consolidation of M&G from the Company's affiliated group
for U.S. Federal income tax purposes, any unreported gain would
be fully reported and subject to tax.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On May 16, 1997, the Company participated in a recapitalization
of M&G.  In connection with the recapitalization, M&G issued
16,250 shares of M&G common stock (representing approximately
82.5% of the outstanding shares of M&G common stock) to certain
stockholders and affiliates of the Company and M&G management for
a total consideration of $2,200 (of which $1,110 was paid in cash
and $1,090 was paid through delivery of 8.0% zero coupon notes due
2007).  As a result of Recapitalization, certain of the Company's
affiliates and M&G management own substantially all of the M&G
common stock and the Company's investment in M&G is represented
solely by the Cumulative Preferred Stock of M&G (the "M&G Junior
Preferred Stock").  The M&G Junior Preferred Stock represents
82.5% of M&G's stockholder voting rights and 80% of M&G's net
income or loss is accretable to the Junior Preferred Stock.  The
Company has obtained an independent opinion as to the fairness,
from a financial point of view, of the recapitalization to the
Company and its public bond holders.  The Company continues to
consolidate M&G and its subsidiaries, for financial reporting
purposes, as subsidiaries of the Company.  The M&G Junior
Preferred Stock discontinues its participation in M&G's earnings
on the fifth anniversary of issuance.  This financial
consolidation and a continuing Company investment in M&G will be
discontinued upon redemption of the M&G Junior Preferred Stock,
or at such time as the M&G Junior Preferred Stock ceases to
represent at least a majority of the voting power and a majority
share in the earnings of the relevant company.  As long as the M&G
Junior Preferred Stock is outstanding, the Company expects the
vote test to be satisfied.  The M&G Junior Preferred Stock is
mandatorily redeemable upon certain events and is redeemable at
the option of M&G, in whole or in part, at any time.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company also expects to continue to include the subsidiaries
of M&G in its consolidated group for U.S. Federal income tax
purposes.  This consolidation would be discontinued, however, upon
the redemption of the M&G Junior Preferred Stock, which could
result in recognition by the Company of substantial income tax
liabilities arising out of the recapitalization.  If such
deconsolidation had occurred at December 31, 1999, the Company
believes that the amount of taxable income to the Company
attributable to M&G would have been approximately $58,500 (or
approximately $23,400 of tax liabilities, assuming a 40.0%
combined Federal, state, and local tax rate).  The Company
currently expects to offset these tax liabilities arising from
deconsolidation with redemption proceeds from the M&G Junior
Preferred Stock.  Deconsolidation would also occur with respect
to M&G if the M&G Junior Preferred Stock ceased to represent at
least 80.0% of the voting power and 80.0% of the combined stock
value of the outstanding M&G Junior Preferred Stock and common
stock of M&G.  As long as the M&G Junior Preferred Stock is
outstanding, the Company expects the vote test to be satisfied.
The value test depends on the relative values of the M&G Junior
Preferred Stock and common stock of M&G.  The Company believes the
value test is satisfied at December 31, 1999.  It is likely that
by the fifth anniversary of their issuances, the M&G Junior
Preferred Stock would cease to represent 80.0% of the relevant
total combined stock value.  It is entirely possible, however,
that the 80.0% value test could fail prior to the fifth
anniversary after issuance.  In the event that deconsolidation for
U.S. Federal income tax purposes occurs without a redemption of
M&G Junior Preferred Stock, the tax liabilities discussed above
would be incurred without the Company receiving the proceeds of
the redemption.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 6 - Inventories</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Inventories consist of:</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                         Dec. 31,       Dec.
31,              </P>

<P>                                           1999           1998
              </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Raw materials

<P>Work-in-process</P>

<P>Finished goods</P>
</TD>
<TD STYLE="text-align: RIGHT">$
50,484

<P>16,335 </P>

<P>   63,928 </P>

<P>$
130,747 </TD>
<TD STYLE="text-align: RIGHT">$   38,945 </P>

<P>14,712 </P>

<P>   47,205 </P>

<P>$  100,862 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Note 7 - Property, plant and equipment</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Property, plant and equipment, at cost, consists of:</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                          Dec. 31,       Dec.
31,             </P>

<P>                                            1999           1998

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Land</P>

<P>Machinery and
equipment</P>

<P>Buildings and
improvements</P>

<P>Furniture and fixtures</P>

<BR WP="BR1"><BR WP="BR2">
<P>Accumulated
depreciation and
Amortization</P>
</TD>
<TD STYLE="text-align: RIGHT">$
7,997

<P>126,370 </P>

<P>31,976 </P>

<P>   56,506 </P>

<P>222,849 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(114,735)</P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 108,114 </TD>
<TD STYLE="text-align: RIGHT">$    7,012
117,118 </P>

<P>26,655 </P>

<P>  36,904 </P>

<P>187,689 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(89,243)</P>

<BR WP="BR1"><BR WP="BR2">
<P>$   98,446 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 8 - Investment in affiliate</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company holds 75.6133 shares of Class A PIK Preferred Stock
of Fannie May at a face value of $1,571.  The Company also holds
151.28 shares of common stock of Fannie May (representing 15.1%
of the outstanding common stock of Fannie May on a fully diluted
basis) at $151.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Fannie May's Chief Executive Officer is Mr. Quinn, and its
stockholders include Mr. Jordan, Mr. Quinn, Mr. Zalaznick, and Mr.
Boucher, who are directors and stockholders of the Company, as
well as other partners, principals and associates of the Jordan
Company, who are also stockholders of the Company.  Fannie May,
which is also known as "Fannie May Candies", is a manufacturer and
marketer of kitchen-fresh, high-end boxed chocolates and other
confectionary items, through its 720 company-owned retail stores
and through specialty sales channels.  Its products are marketed
under the "Fannie May Candy", "Fanny Farmer Candy", "Sweet
Factory", and "Laura Secord" brand names.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In 1999, the Company made approximately $8,950 of unsecured
advances to JIR Broadcast, Inc. and JIR Paging, Inc.  Each of
these company's Chief Executive Officer is Mr. Quinn and its
stockholders include Messrs. Jordan, Quinn, Zalaznick and Boucher,
who are the Company's directors and stockholders, as well as other
partners, principals and associates of The Jordan Company who are
also the Company's stockholders.  These companies are engaged in
the development of businesses in Russia, including the broadcast
and paging sectors.  At December 31, 1998 the investment in
Russian businesses was $961.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In November 1998, the Company, through Motors and Gears, invested
$5,585 in Class A Preferred Stock and $1,700 in Class B Preferred
Stock of JZ International, Ltd.  The Company may make an
additional $5,000 of investments in JZ International's Class A
Preferred Stock.  JZ International's Chief Executive Officer is
David W. Zalaznick, and its stockholders include Messrs. Jordan,
Quinn, Zalaznick and Boucher, who are the Company's directors and
stockholders, as well as other partners, principals and
associates.  JZ International is a merchant bank located in
London, England that is focused on making European and other
international investments.  The Company is accounting for the
investment under the cost method.  At December 31, 1999, the cost
of the investment approximates market value.</P>

<BR WP="BR1"><BR WP="BR2">
<P>During 1999, the Company made approximately $7,380 of unsecured
advances to Internet Services Management Group ("ISMG").  ISMG is
an internet services provider ("ISP") for approximately 85,000
customers.  The Company owns 5% of the common stock of ISMG, with
the remainder owned by the Company's stockholders and management
of ISMG.  At December 31, 1998, the investment in ISMG, then
called CBD Networks, Inc., was $1,427.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 9 - Accrued liabilities</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Accrued liabilities consist of:</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                           Dec. 31,      Dec.
31,             </P>

<P>                                             1999          1998

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Accrued vacation</P>

<P>Accrued income taxes</P>

<P>Accrued other taxes</P>

<P>Accrued commissions</P>

<P>Accrued interest payable</P>

<P>Accrued payroll and
payroll taxes</P>

<P>Insurance reserve</P>

<P>Accrued management fees</P>

<P>Accrued deferred financing
fees</P>

<P>Accrued other expenses</TD>
<TD STYLE="text-align: RIGHT">$ 3,032</P>

<P>3,115</P>

<P>1,741</P>

<P>1,802</P>

<P>18,286</P>

<P>4,772</P>

<P>3,904</P>

<P>7,179</P>

<P>-</P>

<P>19,468</P>

<P>$63,299</TD>
<TD STYLE="text-align: RIGHT">$ 2,069</P>

<P>1,891</P>

<P>1,509</P>

<P>1,723</P>

<P>10,907</P>

<P>3,624</P>

<P>2,789</P>

<P>-</P>

<P>4,091</P>

<P>13,975</P>

<P>$ 42,578</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 10 - Operating leases</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG>Certain subsidiaries lease land, buildings, and equipment under
non-cancellable operating leases.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Total minimum rental commitments under non-cancellable operating
leases at December 31, 1999 are:</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<P STYLE="text-align: CENTER">2000</P>

<P STYLE="text-align: CENTER">2001</P>

<P STYLE="text-align: CENTER">2002</P>

<P STYLE="text-align: CENTER">2003</P>

<P STYLE="text-align: CENTER">2004</P>

<P STYLE="text-align: CENTER">Thereafter</TD>
<TD STYLE="text-align: CENTER">
<P STYLE="text-align: RIGHT">10,084</P>

<P STYLE="text-align: RIGHT">8,064</P>

<P STYLE="text-align: RIGHT">5,603</P>

<P STYLE="text-align: RIGHT">4,309</P>

<P STYLE="text-align: RIGHT">2,408</P>

<P STYLE="text-align: RIGHT"> 3,848</P>

<P STYLE="text-align: RIGHT">$34,316</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>Rental expense amounted to $13,465, $8,339 and $5,354 for 1999,
1998 and 1997, respectively.  Rental expense increased in 1999 due
to the acquisitions in 1998 and 1997.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 11 - Benefit plans and Pension plans</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Certain of the Company's subsidiaries participate in the JII
401(k) Savings Plan (the "Plan"), a defined-contribution plan for
salaried and hourly employees.  In order to participate in the
Plan, employees must be a least 21 years old and have worked at
least 1,000 hours during the first 12 months of employment.  Each
eligible employee may contribute from 1% to 15% of their before-tax wages into the Plan.  In addition to the JII 401(k) Plan,
certain subsidiaries have additional defined contribution plans
in which employees may participate.  The Company made
contributions to these plans totaling approximately $1,729, $1,457
and $749 for the years ended December 31, 1999, 1998 and 1997,
respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<P>FIR, a Motors & Gears subsidiary, provides for a severance
liability for all employees at 7.4% of each respective employee's
annual salary.  In addition, the amount accrued is adjusted each
year according to an official index (equivalent to 0.75% of the
retail price index).  This obligation is payable to employees when
they leave the employ of the Company and approximated $2,900 and
$3,069 at December 31, 1999 and 1998, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company has two defined benefit pension plans, both at Alma,
which was acquired in 1999 and covers substantially all of the
employees of that subsidiary.  In accordance with Statement of
Financial Standards No. 132, the following table sets forth the
change in benefit obligations, change in plan assets and net
amount recognized as of December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Change in Benefit Obligation:

<BR WP="BR1"><BR WP="BR2">
<P>Benefit obligation at
beginning of       period</P>

<BR WP="BR1"><BR WP="BR2">
<P>   Service cost</P>

<P>   Interest cost</P>

<P>   Actuarial gain</P>

<P>   Benefits paid</P>

<BR WP="BR1"><BR WP="BR2">
<P>Benefit obligations at end of
period</P>

<BR WP="BR1"><BR WP="BR2">
<P>Change in Plan Assets:</P>

<BR WP="BR1"><BR WP="BR2">
<P>Fair value of plan assets at
beginning of period</P>

<BR WP="BR1"><BR WP="BR2">
<P>   Actual return on assets</P>

<P>   Benefits paid</P>

<BR WP="BR1"><BR WP="BR2">
<P>Fair value of plan assets at
end of   period</P>

<BR WP="BR1"><BR WP="BR2">
<P>   Funded status</P>

<P>   Unrecognized net gain</P>

<BR WP="BR1"><BR WP="BR2">
<P>   Accrued benefit cost</P>
</TD>
<TD STYLE="text-align: RIGHT"></TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$11,231 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">352 </P>

<P STYLE="text-align: RIGHT">533 </P>

<P STYLE="text-align: RIGHT">(1,145)</P>

<P STYLE="text-align: RIGHT">  (283)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$10,688 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$10,616 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">872 </P>

<P STYLE="text-align: RIGHT">  (283)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$11,205 </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$   516 </P>

<P STYLE="text-align: RIGHT">(1,416)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$  (900)</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Net periodic pension expense included the following components for
the period ended December 31, 1999:</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>   Service cost

<P>   Interest cost</P>

<P>   Expected return on plan
assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>   Net periodic pension
expense</TD>
<TD></TD>
<TD>
<P STYLE="text-align: RIGHT">$ 352 </P>

<P STYLE="text-align: RIGHT">533 </P>

<P STYLE="text-align: RIGHT">(601)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$ 284 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>The following assumptions were used in determining the actuarial
present value of the projected benefit obligations as of December
31, 1999:</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Discount rate

<P>Average annual salary increase</P>

<P>Expected long term rate of return on
plan assets</TD>
<TD>
<P STYLE="text-align: RIGHT">7.75%</P>

<P STYLE="text-align: RIGHT">4.50%</P>

<P STYLE="text-align: RIGHT">8.00%</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Note 12 - Debt</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Long-term debt consists of:      </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>                                        December 31, December 31,</P>

<P>                                            1999        1998    </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Revolving Credit Facilities
(A)

<P>Notes payable (B)</P>

<P>Subordinated promissory note
(C)</P>

<P>Capital lease obligations (D)</P>

<P>Bank Term Loans (E)</P>

<P>Senior Notes (F)</P>

<P>Senior Subordinated Discount
           Debentures (F)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Less current portion</P>
</TD>
<TD STYLE="text-align: RIGHT">$
190,387

<P>-</P>

<P>37,942</P>

<P>24,401</P>

<P>4,606</P>

<P>732,483</P>

<BR WP="BR1"><BR WP="BR2">
<P> 277,912</P>

<BR WP="BR1"><BR WP="BR2">
<P>1,267,731</P>

<P>
424,520</P>

<P>$
843,211</TD>
<TD STYLE="text-align: RIGHT">$  164,000</P>

<P>623</P>

<P>33,500</P>

<P>25,463</P>

<P>3,475</P>

<P>582,724</P>

<BR WP="BR1"><BR WP="BR2">
<P>
247,821</P>

<BR WP="BR1"><BR WP="BR2">
<P>1,057,606</P>

<P>
3,279</P>

<P>$1,054,327</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>Due to the sale of JTP in January 2000, all of JTP's debt that was
repaid at the time of the sale has been classified as "current"
as of December 31, 1999.  Any debt that was not repaid at closing
was assumed by the buyer.  JTP debt included in the current
portion of long term debt was $413,649 at December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Aggregate maturities of long-term debt at December 31, 1999 are
as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>2000

<P>2001</P>

<P>2002</P>

<P>2003</P>

<P>2004</P>

<P>Thereafter</TD>
<TD>
<P STYLE="text-align: RIGHT">$
424,520</P>

<P STYLE="text-align: RIGHT">37,786</P>

<P STYLE="text-align: RIGHT">66,057</P>

<P STYLE="text-align: RIGHT">23,765</P>

<P STYLE="text-align: RIGHT">3,657</P>

<P STYLE="text-align: RIGHT">  711,946</P>

<P STYLE="text-align: RIGHT">$1,267,731</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>A.	At December 31, 1999, the Company had borrowings outstanding on
lines of credit totaling $190,387.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	On July 14, 1999, the Company amended and restated its revolving credit
facility increasing the facility from $75,000 to $85,000.  Interest on
borrowings is at BankBoston's base rate plus an applicable margin or,
at the Company's option, the rate at which BankBoston's Eurodollar
lending office is offered dollar deposits (Eurodollar Rate) plus an
applicable margin (9.0% and 8.0%, respectively, at December 31, 1999).
The facility, which matures on June 29, 2002, is used for working
capital and acquisitions.  At December 31, 1999, Jordan Industries,
Inc. had outstanding borrowings of $ 53,000 ($50,000 of borrowings at
December 31, 1998).  The facility is secured by substantially all of
the assets of the Restricted Subsidiaries.  The Company must comply
with certain financial covenants as specified in the revolver
agreement, and at December 31, 1999, the Company is in compliance with
such covenants.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Motors and Gears, Inc. has available a long-term line of credit from
Bankers Trust Company in the amount of $75,000.  Outstanding borrowings
carry a floating note of Libor plus 2.25%(8.75% at December 31, 1999)
or base rate plus 1.25% (9.75% at December 31, 1999).  M&G had $28,000
of outstanding borrowings under this credit agreement at December 31,
1999 ($41,000 at December 31, 1998).  The Motors & Gears credit
agreement expires November 7, 2001.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Welcome Home is obligated under an Amended and Restated Loan and
Security Agreement with Fleet which provides for maximum borrowings of
$15,000.  Initial interest rates are Eurodollar rate plus 3.25% or
Fleet's Base Rate plus 1.25%.  These rates decrease upon Welcome Home
meeting certain operating performance benchmarks.  The agreement is
secured by essentially all the assets of Welcome Home, includes
covenants standard for this type of financing, and expires October 29,
2003.  At December 31, 1999, borrowings outstanding under the Amended
and Restated Loan and Security Agreement were $4,287.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Notes payable were due in monthly or quarterly installments and bore
interest at rates ranging from 3.0% to 17.0%.  Certain assets of the
subsidiaries were pledged as collateral for the loans.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P>C. 	Subordinated promissory notes payable are due to minority interest
shareholders and former shareholders of certain subsidiaries in annual
installments through 2004, and bear interest ranging from 8% to 9%.
The loans are unsecured.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Interest rates on capital leases range from 3.9% to 14.5% and mature in
installments through 2005.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P>	The future minimum lease payments as of December 31, 1999 under capital
leases consist of the following:</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>2000

<P>2001</P>

<P>2002</P>

<P>2003</P>

<P>2004</P>

<P>Thereafter</P>

<P>     Total</P>

<P>Less amount representing interest</P>

<P>Present value of future minimum lease
   payments</TD>
<TD>
<P STYLE="text-align: RIGHT">$10,873 </P>

<P STYLE="text-align: RIGHT">3,985 </P>

<P STYLE="text-align: RIGHT">3,559 </P>

<P STYLE="text-align: RIGHT">9,453 </P>

<P STYLE="text-align: RIGHT">1,413 </P>

<P STYLE="text-align: RIGHT">    86 </P>

<P STYLE="text-align: RIGHT">29,369 </P>

<P STYLE="text-align: RIGHT"> (4,968)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">$24,401 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>	The present value of the future minimum lease payments approximates the
book value of property, plant and equipment under capital leases at
December 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Bank term loans consist of a mortgage on the Pamco facility, which
bears interest at 8.2% and is due in monthly installments through 2003.
The mortgage is secured by the Pamco facility.  There is also a
mortgage on the Deflecto facility which bears interest at .25% below
prime rate and is due in 2028.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>In July of 1993, the Company issued $275,000 10 3/8<SUP>%</SUP> Senior Notes
("Senior Notes") due 2003.  These notes bore interest at a rate of 10
3/8% per annum, payable semi-annually in cash on February 1 and August
1 of each year.</LI>
</UL>

<P>	</P>

<P>	During 1997, $271,545 of the principal balance, plus all accrued
interest thereon, was repaid in connection with the Company's issuance
of $120,000 new Senior Notes and the recapitalization of JTP.  In
conjunction with this transaction, the Company recorded an
extraordinary loss of $19,232 relating to the write-off of deferred
financing fees and the related prepayment penalty.  The remaining
$3,455 of outstanding Senior Notes was repaid in 1998.  The Company
recorded an extraordinary loss of $179 related to the prepayment
penalty.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In July 1993 the Company issued $133,075 11 3/4<SUP>% </SUP>Senior Subordinated
Discount Debentures, ("Discount Debentures") due 2005.  The Discount
Debentures were issued at a substantial discount from the principal
amount.  The interest on the Discount Debentures would have been
payable in cash semi-annually on February 1 and August 1 of each year
beginning in 1999.</P>

<P>	</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In April of 1997, the Company refinanced substantially all of the
$133,075 aggregate principal amount of its Discount Debentures and
issued $214,036 aggregate principal amount of 11 3/4% Senior
Subordinated Discount Debentures due 2009 ("2009 Debentures").  The
2009 Debentures were issued at a substantial discount from the
principal amount.  The interest on the 2009 Debentures will be payable
in cash semi-annually on April 1 and October 1 of each year beginning
October 1, 2002.  In conjunction with this transaction, the Company
recorded an extraordinary loss of $8,898 relating to the write-off of
deferred financing fees and the accreted premium on the new issue.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The 2009 Debentures are redeemable for 105.875% of the accreted value
from April 1, 2002 to March 31, 2003, 102.937% from April 1, 2003 to
March 31, 2004 and 100% from April 1, 2004 and thereafter plus any
accrued and unpaid interest from April 1, 2002 to the redemption date
if such redemption occurs after April 1, 2002.  The fair value of the
2009 Debentures was $143,404 at December 31, 1999.  The fair value was
calculated using the 2009 Debentures' December 31, 1999 market price
multiplied by the face amount.  The 2009 Debentures are not secured by
the assets of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In July 1997, the Company issued $120,000 10 3/8% Senior Notes due 2007
("2007 Seniors").  These notes bear interest at a rate of 10 3/8% per
annum, payable semi-annually in cash on February 1 and August 1 of each
year.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The 2007 Seniors are redeemable for 105.188% of the principal amount
from August 1, 2002 to July 31, 2003, 102.594% from August 1, 2003 to
July 31, 2004 and 100% from August 1, 2004 and thereafter plus any
accrued and unpaid interest to the date of redemption.</P>

<P>	</P>

<P>	The fair value of the 2007 Seniors was $120,000 at December 31, 1999.
The fair value was calculated using the 2007 Seniors' December 31, 1999
market price multiplied by the face amount.  The 2007 Seniors are not
secured by the assets of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	In March 1999, the Company issued $155,000 of 10 3/8% Series C Senior
Notes due 2007 ("New 2007 Seniors").  These notes have the identical
interest and redemption terms as the 2007 Seniors.  The notes were
issued at a discount of 96.62% of face value including accrued
interest, resulting in net cash to the Company of $149,761.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The fair value of the New 2007 Seniors was $155,000 at December 31,
1999.  The fair value was calculated using the Notes' December 31, 1999
market price multiplied by the face amount.  The New 2007 Seniors are
not secured by the assets of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	On February 23, 1998, Motors and Gears completed an exchange offer
under which $270,000 of 10 3/4% Seris D Senior Notes ("D Notes") were
exchanged for the $170,000 of Senior Notes and the $100,000 of Senior
Notes.  The terms of the new Motors and Gears Notes are substantially
identical to the terms of the old Motors and Gears Notes.  Interest on
the M&G Senior Notes is payable in arrears on May 15 and November 15.
The notes are redeemable at the option of the Company, in whole or in
part, at anytime on or after November 15, 2001.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The fair value of the M&G Senior Notes at December 31, 1999 was
$267,300.  The fair value was calculated using the M&G Senior Notes'
December 31, 1999 market price multiplied by the face amount.  The M&G
Senior Notes are not secured by the assets of Motors and Gears, Inc.,
Motors and Gears Holdings, Inc, or the Company and mature on November
15, 2006.</P>

<P>	</P>

<P>	JTP had outstanding borrowings of $105,100 under a revolving credit
agreement, $301,049 of public bonds, and $7,500 of subordinated seller
notes outstanding at December 31, 1999.  All of these outstanding
borrowings were repaid in connection with the sale of JTP on January
18, 2000.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Indentures relating to the Senior Notes, the Discount Debentures, the new 2007
Seniors, the 2007 Seniors and the 2009 Debentures restrict the ability of the
Company to incur additional indebtedness at its restricted subsidiaries.   The
Indentures also restrict: the payment of dividends, the repurchase of stock and
the making of certain other restricted payments; restrictions that can be imposed
on dividend payments to the Company by its subsidiaries; significant acquisitions;
and certain mergers or consolidations.  The Indentures also require the Company
to redeem the Senior Notes, the Discount Debentures, the new 2007 Seniors, the
2007 Seniors and the 2009 Debentures upon a change of control and to offer to
purchase a specified percentage of the Senior Notes, the Discount Debentures, the
2007 Seniors and the 2009 Debentures if the Company fails to maintain a minimum
level of capital funds (as defined).</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Indenture governing Motors and Gears Senior Notes contains certain covenants
which, among other things, restricts the ability of Motors and Gears to incur
additional indebtedness, to pay dividends or make other restricted payments,
engage in transaction with affiliates, to complete certain mergers or
consolidations, or to enter into certain guarantees of indebtedness.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is, and expects to continue to be, in compliance with the provisions
of these Indentures.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Included in interest expense is $4,679, $3,595 and $3,200 of amortization of debt
issuance costs for the years ended December 31, 1999, 1998 and 1997, respectively.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 13 - Income taxes</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The provision for income taxes consists of the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">       Year ended December 31,    </P>

<P STYLE="text-align: RIGHT">  1999       1998         1997   </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Current:

<P>Federal</P>

<P>Foreign</P>

<P>State and Local</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deferred</P>

<P>    Total</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG>Deferred income taxes consist of:<STRONG></STRONG></P>

<P><STRONG>Deferred tax liabilities</STRONG>:</P>

<P>Intangibles</P>

<P>Tax over book depreciation</P>

<P>Intercompany tax gains</P>

<P>Acquisition related liabilities</P>

<P>Other </P>

<P>         Total deferred tax liabilities</P>

<P><STRONG>Deferred tax assets:</STRONG></P>

<P>NOL carryforwards</P>

<P>Stock Appreciation Rights Agreements</P>

<P>Accrued interest on discount debentures</P>

<P>Pension obligation</P>

<P>Vacation accrual</P>

<P>Uniform capitalization of inventory</P>

<P>Investment in partnership</P>

<P>Allowance for doubtful accounts</P>

<P>Foreign NOL's</P>

<P>Deferred financing fees</P>

<P>Intangibles</P>

<P>Book over tax depreciation and</P>

<P> inventory reserve</P>

<P>Medical claims reserve</P>

<P>Accrued commissions</P>

<P>Other</P>

<P>       Total deferred tax assets</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$3,111

<P>4,793 </P>

<P> 3,606 </P>

<P>11,510 </P>

<P>(12,542)</P>

<P>$ (1,032)</P>
</TD>
<TD STYLE="text-align: RIGHT">
<BR WP="BR1"><BR WP="BR2">$1,049

<P>612</P>

<P>2,009</P>

<P>3,670</P>

<P>  205</P>

<P>$3,875</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Dec. 31,</P>

<P>  1999  </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$ 9,631</P>

<P>9,000</P>

<P>-</P>

<P>5,400</P>

<P>  1,440</P>

<P>$25,471</P>

<BR WP="BR1"><BR WP="BR2">
<P>$18,325</P>

<P>18</P>

<P>15,553</P>

<P>954</P>

<P>940</P>

<P>2,374</P>

<P>-</P>

<P>3,847</P>

<P>-</P>

<P>686</P>

<P>922</P>

<BR WP="BR1"><BR WP="BR2">
<P>4,727</P>

<P>1,067</P>

<P>473</P>

<P>  4,546</P>

<P>$54,432</TD>
<TD STYLE="text-align: RIGHT"> </P>

<P>$       -</P>

<P>57</P>

<P>   2,195</P>

<P>   2,252</P>

<P>      - </P>

<P>$   2,252</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Dec. 31,</P>

<P>  1998  </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$6,966</P>

<P>8,016</P>

<P>37,400</P>

<P>-</P>

<P>    398</P>

<P>$52,780</P>

<BR WP="BR1"><BR WP="BR2">
<P>$34,340</P>

<P>2,264</P>

<P>13,510</P>

<P>601</P>

<P>1,109</P>

<P>2,147</P>

<P>282</P>

<P>1,257</P>

<P>3,230</P>

<P>742</P>

<P>1,573</P>

<BR WP="BR1"><BR WP="BR2">
<P>3,596</P>

<P>872</P>

<P>285</P>

<P>  2,755</P>

<P>$68,563</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Valuation allowance for deferred tax assets

<P>      Net deferred tax assets  </P>

<P>      Net deferred tax liabilities (assets)</TD>
<TD STYLE="text-align: RIGHT">$ (13,110)</P>

<P>$  41,322 </P>

<P>$ (15,851)</TD>
<TD STYLE="text-align: RIGHT">$  (12,474)</P>

<P>$   56,089 </P>

<P>$   (3,309)</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>The increase in the valuation allowance during 1999 and 1998 was $636 and $564,
respectively.  During 1999, the Company recognized a gain on the deconsolidation
of JTP, for federal income tax purposes, of approximately $104,000 which resulted
in the Company's utilization of net operating loss carryforwards.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The continuing operations provision (benefit) for income taxes differs from the
amount of income tax benefit computed by applying the United States federal income
tax rate to loss before income taxes, including the extraordinary loss.  A
reconciliation of the differences is as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">     Year ended December 31,     </P>

<P STYLE="text-align: RIGHT">  1999       1998        1997   </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Computed statutory tax benefit

<P>Increase (decrease) resulting from:</P>

<P>  Foreign subsidiary losses</P>

<P>  Amortization of goodwill</P>

<P>  Disallowed meals and entertainment</P>

<P>  State and local tax</P>

<P>  Increase in valuation allowance</P>

<P>  Other items, net</P>

<P> Provision (benefit) for income taxes</TD>
<TD STYLE="text-align: RIGHT">$ (3,253)</P>

<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<P>1,354 </P>

<P>273 </P>

<P>(164)</P>

<P>636 </P>

<P>    122 </P>

<P>$ (1,032)</TD>
<TD STYLE="text-align: RIGHT">$ (3,819)</P>

<BR WP="BR1"><BR WP="BR2">
<P>612 </P>

<P>1,873 </P>

<P>265 </P>

<P>3,397 </P>

<P>564 </P>

<P>    983 </P>

<P>$   3,875 </TD>
<TD STYLE="text-align: RIGHT">$(2,584)</P>

<BR WP="BR1"><BR WP="BR2">
<P>727 </P>

<P>1,404 </P>

<P>295 </P>

<P>772 </P>

<P>711 </P>

<P>    927 </P>

<P>$  2,252 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>As of December 31, 1999, the consolidated loss carryforwards are approximately
$9,000 and $2,500 for regular tax and alternative minimum tax purposes,
respectively, and expire in various years through 2014.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 14 - Sale of Subsidiaries</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	On March 19,1999 the Company sold its assets in the Consolidated Plumbing
Industries ("CPI" or "Retube") division of Dura-Line for $3,389.  There was no
gain or loss associated with the sale.  CPI's product is used to replace copper
water pipe in homes.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On November 9, 1999, the Company sold the net assets of Parsons Precision Products
("Parsons") for $22,000.  Parsons is a manufacturer of titanium hot-formed
products for the aerospace industry.  The Company recorded a gain of $10,037
associated with the sale.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On May 15, 1997, the Company sold its subsidiary, Hudson Lock, Inc. ("Hudson"),
for approximately $39,100.  Hudson is a leading designer, manufacturer, and
marketer of highly engineered medium-security custom and specialty locks for
original equipment manufacturer customers.  A gain of $17,081 was recorded in 1997
relating to this sale.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On July 31, 1997, the Company sold its subsidiary, Paw Print Mailing List
Services, Inc. ("Paw Print"), for approximately $12,500 to an affiliate.  Paw
Print is a value-added provider of direct mail services.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 15 - Related party transactions</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The principals, partners, officers, employees and affiliates of The Jordan Company
(the "Jordan Group") own substantially all of the common stock of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In February 1988, the Company entered into an employment agreement with its
President and Chief Operating Officer which provides for annual compensation,
including base salary and bonus, of not less than $350.  The agreement also
provides for severance payments in the event of termination for reasons other than
cause, voluntary termination, disability or death; disability payments, under
certain conditions, in the event of termination due to disability; and a lump sum
payment of $1,000 in the event of death.  The Company maintains a $5,000 "key man"
life insurance policy on its president under which the Company is the beneficiary.</P>

<BR WP="BR1"><BR WP="BR2">
<P>An individual who is a shareholder, Director, General Counsel and Secretary for
the Company is also a partner in a law firm used by the Company.  The firm was
paid $2,700, $1,078 and $1,812 in fees and expenses in 1999, 1998 and 1997,
respectively.  The rates charged to the Company were at arms-length.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>On July 25, 1997, a previous agreement, with TJC Management Corporation ("TJC")
was amended and restated.  Under the new agreement, the Company pays TJC a $750
quarterly fee.  Under these agreements the Company accrued fees to TJC of $3,000,
$3,000 and $2,955 in 1999, 1998 and 1997, respectively.  This agreement was
amended again in December 1999.  Effective January 1, 2000, the Company pays TJC
a $250 quarterly fee.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On July 25, 1997, a previous agreement with TJC was amended and restated.  Under
the new agreement, the Company pays TJC an investment banking fee of up to 1%,
based on the aggregate consideration paid, for its assistance in acquisitions
undertaken by the Company or its subsidiaries, and a financial consulting fee not
to exceed 0.5% of the aggregate debt and equity financing that is arranged by the
Jordan Company, plus the reimbursement of out-of-pocket and other expenses.  The
Company paid $1,176, $3,000 and $5,075 in 1999, 1998 and 1997, respectively, to
the Jordan Company for their fees in relation to acquisition and refinancing
activities.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In 1999, the Company made approximately $8,950 of unsecured advances to JIR
Broadcast, Inc. and JIR Paging, Inc., each of which is located in Russia.  Each
of these company's Chief Executive Officer is Mr. Quinn and its stockholders
include Messrs. Jordan, Quinn, Zalaznick and Boucher, who are the Company's
directors and stockholders, as well as other partners, principals and associates
of The Jordan Company who are also the Company's stockholders.  These companies
are engaged in the development of businesses in Russia, including the broadcast
and paging sectors.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In November 1998, the Company, through Motors and Gears, invested $5,585 in Class
A Preferred Stock and $1,700 in Class B Preferred Stock of JZ International, Ltd.
The Company may make an additional $5,000 of investments in JZ International's
Class A Preferred Stock.  JZ International's Chief Executive Officer is David W.
Zalaznick, and its stockholders include Messrs. Jordan, Quinn, Zalaznick and
Boucher, who are the Company's directors and stockholders, as well as other
partners, principals and associates.  JZ International is a merchant bank located
in London, England that is focused on making European and other international
investments.  The Company is accounting for the investment under the cost method.
At December 31, 1999, the cost of the investment approximates market value.</P>

<BR WP="BR1"><BR WP="BR2">
<P>During 1999, the Company made approximately $7,380 of unsecured advances to
Internet Services Management Group ("ISMG").  ISMG is an internet services
provider ("ISP") for approximately 85,000 customers.  The Company owns 5% of the
common stock of ISMG, with the remainder owned by the Company's stockholders and
management of ISMG.</P>

<BR WP="BR1"><BR WP="BR2">
<P>In 1999, the Company made approximately $7,300 of unsecured advances to a
subsidiary of Healthcare Products Holdings, Inc. (Healthcare Group) for working
capital purposes.  In addition in 1999 the Company has funded approximately $1,655
of operating expenses for the Healthcare Group which are included in advances of
affiliates at December 31, 1999.  The $7,300 of advances have been fully reserved
for by the Company due to the uncertainty associated with the ultimate collection
of these amounts.  The charge has been included in management fees and other in
1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 16 - Capital stock</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Under the terms of a restricted common stock agreement with certain shareholders
and members of management, the Company has the right, under certain circumstances,
for a specified period of time to reacquire shares from certain shareholders and
management at their original cost.  Starting in 1993 or within 60 days of
termination, the Company's right to repurchase may be nullified if $1,800, in the
aggregate, is paid to the Company by management.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On January 20, 1989, the Company, in exchange for three thousand five hundred
dollars, sold warrants to acquire 3,500 shares of its common stock to Mezzanine
Capital & Income Trust 2001, PLC ("MCIT"), which has been renamed JZ Equity
Partners PLC ("JZEP"), a publicly traded U.K. investment trust, in which principal
stockholders of the Company also hold capital and income shares.  These warrants
were sold in conjunction with MCIT's purchase of $7,000 of Senior Subordinated
Notes.  Each Warrant entitled the holder to purchase one share of the Company's
common stock at a price of $4.00 (dollars).  These warrants were exercised in
1997.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On April 3, 1997, the Company issued an additional 1,500 shares of stock for $135
cash to an employee.  The common stock was valued at $1,005, therefore a charge
of $870 has increased the Company's loss before income taxes, minority interest,
equity in investee and extraordinary items.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 17 - Preferred Stock</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>In May 1997, Motors and Gears Holdings, Inc., a majority-owned subsidiary of the
Company, issued $1,500 of senior, non-voting 8.0% cumulative preferred stock to
its minority shareholders.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 18 - Business segment information</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's business operations are classified into six business segments:
Speciality Printing and Labeling, Jordan Speciality Plastics, Jordan Auto
Aftermarket, Capita Technologies, Motors and Gears, and Consumer and Industrial
Products.  As of July 21, 1999, Welcome Home is consolidated in the Company's
results of operations and is included in the Consumer and Industrial Products
segment.  (See note 3)</P>

<BR WP="BR1"><BR WP="BR2">
<P>Speciality Printing and Labeling includes production and distribution of calendars
and distribution of corporate recognition, promotion, and specialty advertising
products by SPAI; manufacture of pressure sensitive label products for the
electronics OEM market by Valmark,; manufacture of a wide variety of printed tape
and labels by Pamco; and manufacture of printed folding cartons and boxes, insert
packaging and blister pack cards at Seaboard.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Speciality Plastics includes the manufacturing of point-of purchase
advertising displays by Beemak; manufacture and marketing of safety reflectors,
lamp components, bicycle reflector kits, colorants and emergency warning triangles
by Sate-Lite; design, manufacture, and marketing of plastic injection-molded
products for mass merchandisers, major retailers, and large wholesalers  and
manufacture of extruded vinyl chairmats for the office products industry by
Deflecto.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Auto Aftermarket includes the remanufacturing of transmission sub-systems
for the U.S. automotive aftermarket by Dacco and the remanufacturing and
manufacturing of transmission sub-systems and the manufacturing of clutch and
discs and air conditioning compressors for the U.S. automotive aftermarket at
Alma.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Capita Technologies includes software application development and customization
consulting, software implementation consulting, and business-to-business e-commerce consulting.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears includes the manufacture of speciality purpose electric motors
for both industrial and commercial use by Imperial; precision gears and gearboxes
by Gear; AC and DC gears and gear motors and sub-fractional AC and DC motors and
gear motors for both industrial and commercial use by Merkle-Korff and FIR; and
electronic motion control systems for use in industrial and commercial processes
such as conveyor systems, packaging systems, elevators and automated assembly
operations by ED&C and Motion Control.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Consumer and Industrial Products includes the publishing of Bibles and the
distribution of Bible, religious books, and recorded music by Riverside; the
manufacturing and importing of decorative home furnishing accessories by Cape; the
specialty retailing of gifts and decorative home accessories by Welcome Home; and
manufacture of orthopedic supports and pain reducing medical devices at Cho-Pat. </P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Measurement of Segment Operating Income and Segment Assets</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company evaluates performance and allocates resources based on operating
income.  The accounting policies of the reportable segments are the same as those
describes in Note 2 - Significant Accounting Policies.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Inter-segment sales exist between Cape and Welcome Home as well as between Sate
Lite and Deflecto.  These sales were eliminated in consolidation and are not
presented in segment disclosures.  No single customer accounts for 10% or more of
segment or consolidated net sales.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Operating income by business segment is defined as net sales less operating costs
and expenses, excluding interest and corporate expenses.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Identifiable assets are those used by each segment in its operations.  Corporate
assets consist primarily of cash and cash equivalents, equipment, notes receivable
from affiliates and deferred debt issuance costs.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The operating results and assets of entities acquired during the three year period
are included in the segment information since their respective dates of
acquisition.  The operating results of JTP have not been included in the segment
information below as this business has been classified as a discontinued
operation.  However, the assets of JTP have been included as part of identifiable
assets.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><EM>Factors Used to Identify the Enterprise's Reportable Segments</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company's reportable segments are business units that offer different
products.  The reportable segments are each managed separately because they
manufacture and distribute distinct products with different production processes.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Summary financial information by business segment is as follows:</P>

<P STYLE="text-align: RIGHT">     Year ended December 31,     </P>

<P STYLE="text-align: RIGHT">  1999        1998        1997   <STRONG>Net Sales:</STRONG></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>  Speciality Printing and Labeling

<P>  Jordan Specialty Plastics</P>

<P>  Jordan Auto Aftermarket</P>

<P>  Capita Technologies</P>

<P>  Motors and Gears</P>

<P>  Consumer and Industrial Products</P>

<P>    Total</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Operating income (loss):</STRONG></P>

<P>  Speciality Printing and Labeling</P>

<P>  Jordan Specialty Plastics</P>

<P>  Jordan Auto Aftermarket</P>

<P>  Capita Technologies</P>

<P>  Motors and Gears</P>

<P>  Consumer and Industrial Products</P>

<P>     Total business segment operating
        income</P>

<BR WP="BR1"><BR WP="BR2">
<P>Corporate expense</P>

<P>    Total consolidated operating income</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Depreciation and Amortization</STRONG><STRONG>:</STRONG></P>

<P>(Including the amortization of goodwill
and intangibles):</P>

<P>  Speciality Printing and Labeling</P>

<P>  Jordan Specialty Plastics</P>

<P>  Jordan Auto Aftermarket</P>

<P>  Capita Technologies</P>

<P>  Motors and Gears</P>

<P>  Consumer and Industrial Products</P>

<P>     Total business segment amortization
    and depreciation</P>

<P>Corporate</P>

<P>   Total consolidated depreciation and
     amortization</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Capital expenditures:</STRONG></P>

<P>  Speciality Printing and Labeling</P>

<P>  Jordan Specialty Plastics</P>

<P>  Jordan Auto Aftermarket</P>

<P>  Capita Technologies</P>

<P>  Motors and Gears</P>

<P>  Consumer and Industrial Products</P>

<P>  Corporate</P>

<P>     Total capital expenditures</TD>
<TD STYLE="text-align: RIGHT">$117,678 </P>

<P>86,284 </P>

<P>131,935 </P>

<P>10,207 </P>

<P>307,877 </P>

<P>122,881 </P>

<P>$776,862 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$ 7,638 </P>

<P>4,319 </P>

<P>16,675 </P>

<P>(2,633)</P>

<P>50,597 </P>

<P>  7,867 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 84,463 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(17,749)</P>

<P>$ 66,714 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$ 4,563 </P>

<P>5,174 </P>

<P>3,100 </P>

<P>559 </P>

<P>14,594 </P>

<P>  3,228 </P>

<BR WP="BR1"><BR WP="BR2">
<P>31,218 </P>

<P>  5,492 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 36,710 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$ 2,416 </P>

<P>4,006 </P>

<P>1,280 </P>

<P>178 </P>

<P>5,540 </P>

<P>1,466 </P>

<P>  1,002 </P>

<P>$ 15,888 </TD>
<TD STYLE="text-align: RIGHT">$120,160 </P>

<P>71,568 </P>

<P>65,387 </P>

<P>- </P>

<P>275,833 </P>

<P>100,631 </P>

<P>$633,579 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  8,259 </P>

<P>4,654 </P>

<P>10,531 </P>

<P>- </P>

<P>42,324 </P>

<P>  6,574 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 72,342 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(14,365)</P>

<P>$ 57,977 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  4,949 </P>

<P>4,693 </P>

<P>1,129 </P>

<P>- </P>

<P>12,727 </P>

<P>  2,421 </P>

<BR WP="BR1"><BR WP="BR2">
<P> 25,919 </P>

<P>  4,243 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 30,162 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  1,886 </P>

<P>3,607 </P>

<P>665 </P>

<P>- </P>

<P>5,175 </P>

<P>1,002 </P>

<P>  2,542 </P>

<P>$ 14,877 </TD>
<TD STYLE="text-align: RIGHT">$119,346 </P>

<P>24,038 </P>

<P>61,202 </P>

<P>- </P>

<P>148,669 </P>

<P> 96,847 </P>

<P>$450,102 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  8,540 </P>

<P>2,490 </P>

<P>9,081 </P>

<P>- </P>

<P>27,684 </P>

<P>  5,364 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 53,159 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(13,938)</P>

<P>$ 39,221 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  5,284 </P>

<P>2,291 </P>

<P>892 </P>

<P>- </P>

<P>9,015 </P>

<P>  3,395 </P>

<BR WP="BR1"><BR WP="BR2">
<P> 20,877 </P>

<P>  3,509 </P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 24,386 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>$  1,906 </P>

<P>1,172 </P>

<P>426 </P>

<P>- </P>

<P>1,649 </P>

<P>928 </P>

<P>  1,346 </P>

<P>$  7,427 </TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>                                                  Year ended
December 31,    </P>

<P>                                              1999        1998
      1997   </P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD>Identifiable assets:

<P>   Speciality Printing and
Labeling</P>

<P>   Jordan Specialty Plastics</P>

<P>   Jordan Auto Aftermarket</P>

<P>   Capita Technologies</P>

<P>   Motors and Gears</P>

<P>   Telecommunication Products</P>

<P>   Consumer and Industrial
Products</P>

<P>    Total consolidated business
segment          assets of
continuing operations</P>

<P>Corporate assets</P>

<P>Assets of discontinued operations</P>

<P>   Total consolidated
identifiable assets</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$102,061

<P>104,086</P>

<P>146,835</P>

<P>37,066</P>

<P>383,790</P>

<P>-</P>

<P>
59,624</P>

<BR WP="BR1"><BR WP="BR2">
<P>833,462</P>

<P>65,262</P>

<P> 267,616</P>

<P>$1,166,340</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$101,916

<P>88,142</P>

<P>43,430</P>

<P>-</P>

<P>389,997</P>

<P>-</P>

<P> 55,502</P>

<BR WP="BR1"><BR WP="BR2">
<P>678,987</P>

<P>36,072</P>

<P>240,346</P>

<P>$955,405</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">$104,979

<P>21,707</P>

<P>41,950</P>

<P>-</P>

<P>336,558</P>

<P>328,509</P>

<P> 64,293</P>

<BR WP="BR1"><BR WP="BR2">
<P>897,996</P>

<P>32,235</P>

<P>      -</P>

<P>$930,231</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Summary financial information by geographic</STRONG></P>

<P><STRONG>area is as follows:</STRONG>                               Year ended
December 31,    <STRONG></STRONG></P>

<P><STRONG>Net sales to unaffiliated customers:           </STRONG>  1999       1998
     1997  </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>United States

<P>Foreign</P>

<P>   Total</P>

<P><STRONG>Identifiable assets:</STRONG></P>

<P>United States</P>

<P>Foreign</P>

<P>   Total</TD>
<TD STYLE="text-align: RIGHT">$710,193</P>

<P> 66,669</P>

<P>$776,862</P>

<BR WP="BR1"><BR WP="BR2">
<P>$104,375</P>

<P> 11,968</P>

<P>$116,343</TD>
<TD STYLE="text-align: RIGHT">$589,921</P>

<P> 43,658</P>

<P>$633,579</P>

<BR WP="BR1"><BR WP="BR2">
<P>$ 90,447</P>

<P>  7,999</P>

<P>$
98,446</TD>
<TD STYLE="text-align: RIGHT">$435,345</P>

<P>
14,757</P>

<P>$450,102</P>

<BR WP="BR1"><BR WP="BR2">
<P>$
64,663</P>

<P>
5,075</P>

<P>$
69,738</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 19 - Acquisitions and formation of subsidiaries</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>On December 20, 1999, the Company purchased the stock of
Yearntree, Ltd. ("Yearntree") for $3,289.  Yearntree is a
manufacturer of injection molded office products in the United
Kingdom.  The purchase was financed with cash of $2,681 and
assumed debt of $608.  The purchase price allocation has not been
completed at this time.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On October 29, 1999, the Company completed the formation of Jordan
Auto Aftermarket, Inc.  ("JAAI").  JAAI was formed as a Restricted
Subsidiary under the Company's Indenture.  The Company sold the
stock of DACCO and Alma (see below) to JAAI for $75,000 of JAAI
Preferred Stock, which accretes at plus or minus 97.5% of the
cumulative JAAI net income or net loss, as the case may be,
through the earlier of an Early Redemption Event (as defined) or
the end of year five, (unless redemption is prohibited by a JAAI
or Company debt covenant).  The Company will also keep its
intercompany note with DACCO ($17.0 million at October 29, 1999).
The Company has sold these subsidiaries in order to establish them
as more independent, stand-alone, industry-focused companies, and
to allow the Company's stockholders and employees to invest
directly in JAAI.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On October 15, 1999, the Company completed the formation of Capita
Technologies, Inc. ("Capita").  Capita was formed as a Restricted
Subsidiary under the Company's Indenture.  The Company sold the
stock of Protech and GDI (see below) to Capita for $1,000 of
Capita Preferred Stock, which accretes at plus or minus 51% of the
cumulative Capita net income or net loss, as the case may be,
through the earlier of an Early Redemption Event (as defined) or
the end of year five, (unless such redemption is prohibited by a
Capita or Company debt covenant), and a $2.6 million note.  The
Company will keep its intercompany notes with Protech ($13.2
million at October 15, 1999)and GDI ($16.8 million at October 15,
1999).  The Company has sold these subsidiaries in order to
establish them as more independent, stand-alone, industry-focused
companies, and to allow the Company's stockholders and employees
to invest directly in Capita.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On August 24, 1999, the Company purchased 80% of the stock of GDI
Services, Inc. ("GDI") for total consideration of $20,000.  GDI
is an information technology company that provides consulting
services in the areas of business-to-business e-commerce and large
mission critical client-server software application development.
The acquisition was financed with borrowings on the Company's
revolving credit facility and a $5,000 subordinated seller note.
The purchase price has been preliminarily allocated to working
capital of $700, property, plant and equipment of $250 and other
non-current assets of $6, and resulted in an excess purchase price
over identifiable assets of $19,044.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On July 30, 1999, the Company purchased Tele-Flow, Inc. ("Tele-Flow") for $3,400.  Tele-Flow is a manufacturer of polystyrene
plastic injection molded heating, ventilation and air conditioning
("HVAC") registers, air diffusers and flexible air ducts.  The
purchase price was allocated to working capital of $232, property,
plant, and equipment of $1,811 and non-current liabilities of
($185), resulting in an excess purchase price over identifiable
assets of $1,542.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On July 1, 1999, the Company acquired Supreme Die Cutting, Inc.
("Supreme").  Supreme is a manufacturer of folding cartons and
specialty paperboard products.  The purchase price of $514
including costs directly related to the transaction, was allocated
to inventory of $50 and property, plant and equipment of $450, and
resulted in an excess purchase price over identifiable assets of
$14.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On April 2, 1999, the Company purchased the net assets of Protech
Systems, Inc.("Protech") for $12,500.  Protech is an information
technology consulting company that provides software application
development and customization.  The purchase price has been
preliminarily allocated to working capital of $2,095, property and
equipment of $213, and non-current liabilities of $(641),
resulting in an excess purchase price over identifiable assets of
$10,833.  The acquisition was financed with cash from the
Company's credit line and a $500 subordinated seller note.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On March 22, 1999, the Company purchased Alma Products ("Alma")
for $86,166 including costs directly related to the transaction.
Alma is comprised of three primary product lines: (i) high quality
remanufactured torque converters used to supply warranty
replacements for auto transmissions originally sold to Ford,
Chrysler, John Deere and Caterpillar, (ii) new and remanufactured
air conditioning compressors for original equipment manufacturers
including Ford, Chrysler, and General Motors, and (iii) new and
remanufactured clutch and disc assemblies used in standard
transmissions sold primarily to Ford.  The purchase price of
$88,084 is made up of cash of $85,995 and the assumption of $2,089
long-term liability for retiree healthcare benefits.  The purchase
price was allocated to working capital of $18,722, property, plant
and equipment of $9,455, retiree healthcare benefit obligations
of ($2,089), and resulted in an excess purchase price over net
identifiable assets of $59,907.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The acquisition of Alma was financed with a $155,000 "tack-on"
bond offering at 10 3/8% coupon.  The bonds were sold at 96.62%
of par and mature in August 1, 2007.  The net cash to the Company
was $149,761.  The Company used the proceeds from the offering to
purchase Alma and to repay outstanding borrowings on its revolving
credit facility.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On February 9, 1998, the Company completed the formation of Jordan
Specialty Plastics, Inc.  ("JSP").  JSP was formed as a Restricted
Subsidiary under the Company's Indenture.  The Company sold the
stock of Beemak and Sate-Lite to JSP for $11,500 of Preferred
Stock, which accretes at plus or minus 97.5% of the cumulative JSP
net income or net loss, as the case may be, through the earlier
of an Early Redemption Event (as defined) or the end of year five.
The Company will also keep its inter-company notes with Sate-Lite
($1.2 million at January 31,1998)and Beemak($9.8 million at
January 31, 1998).  The Company has sold these subsidiaries in
order to establish them as more independent, stand-alone,
industry-focused companies, and to allow the Company's
stockholders and employees to invest directly in JSP.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On February 11, 1998, JSP purchased all of the common stock of
Deflecto Corporation ("Deflecto").  Deflecto designs, manufactures
and markets plastic injection molded products such as office
supplies, hardware products and houseware products.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The purchase price of $43,000, including costs directly related
to the transaction, was allocated to working capital of $8,598,
property, plant and equipment of $6,346, other long-term assets
and liabilities of $(1,942), and resulted in an excess purchase
price over net identifiable assets of $29,998.  The acquisition
was financed with cash from the Jordan Industries, Inc. credit
line and a $5,000 subordinated seller note.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On February 26, 1998, JSP purchased all of the net assets of
Rolite Plastics, Inc.  Rolite is a manufacturer of extruded vinyl
chairmats for the office products industry.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The purchase price of $6,000 including costs directly related to
the transaction, was allocated to working capital of $483,
property, plant and equipment of $754, and resulted in an excess
purchase price over net identifiable assets of $4,763.  The
acquisition was financed with cash and a $900 subordinated seller
note.  Rolite operates as a division of Deflecto.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On May 15, 1998, Motors and Gears Industries, Inc. ("Motors and
Gears")acquired all of the outstanding stock of Advanced D.C.
Motors, Inc. and its affiliated corporations (collectively "ADC")
for $59,157.  The purchase price, including costs incurred
directly related to the transaction, was allocated to working
capital of $9,345; property and equipment of $4,088; covenants not
to compete of $662; other long-term assets and liabilities of
$(51); and resulted in an excess purchase price over net
identifiable assets of $45,113. ADC designs and manufactures
special purpose, custom designed motors for use in electric lift
trucks, power sweepers, electric utility vehicles, golf carts,
electric boats, and other niche products.  ADC also designs and
manufactures its own production equipment as well as electric
motor components known as commutators.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On December 31, 1998, Motors and Gears, through its wholly-owned
subsidiary Imperial, acquired all of the outstanding stock of
Euclid Universal Corporation ("Euclid") for $2,039.  The purchase
price, including costs incurred directly related to the
transaction, was allocated to working capital of $772, property,
plant and equipment of $953, and other non-current assets and
liabilities of $(498), resulting an excess purchase price over net
identifiable assets of $812.  Euclid designs and manufactures
speed reducers, custom gearing, right angle gearboxes and trans-axles for use in a wide array of industries including material
handling, healthcare and floor care.  Euclid has strong technical
expertise in the areas or worm, spur and helical gearing.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Unaudited pro forma information with respect to the Company as if
the 1999 acquisitions and divestitures had occurred on January 1,
1999 and 1998 and as if the 1998 acquisitions and divestitures had
occurred on January 1 1998, is as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">Year Ended December 31, </P>

<P STYLE="text-align: RIGHT">  1999           1998    </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>Net sales

<P>Net (loss) income before
extraordinary items</P>

<P>Net (loss) income</P>
</TD>
<TD STYLE="text-align: RIGHT">$815,962

<BR WP="BR1"><BR WP="BR2">
<P>(3,284)</P>

<P>$(2,705)</TD>
<TD STYLE="text-align: RIGHT">$783,730 </P>

<BR WP="BR1"><BR WP="BR2">
<P>(8,904)</P>

<P>$(23,743)</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 20 - Compensation Agreements</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Effective October, 1 1996, the Company voluntarily agreed to pay
to an executive $3,876 in view of his contributions to the
Company, including identifying and analyzing acquisition
candidates for the Company and providing strategic advice to the
Board of Directors of the Company.  The Company paid the executive
$860 during 1999, and $860 during 1998, thus satisfying the
Company's remaining obligation under this agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 21 - Additional Purchase Price Agreements</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company has a contingent purchase price agreement relating to
its acquisition of Deflecto in 1998.  The plan is based on
Deflecto achieving certain earnings before interest and taxes and
is payable on April 30, 2008.  If Deflecto is sold prior to April
30, 2008, the plan is payable 120 days after the transaction.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company has a deferred purchase price agreement relating to
its acquisition of Yearntree in December 1999.  The agreement is
based on Yearntree achieving certain agreed upon cumulative net
income before interest and taxes for the 24 months beginning
January 1, 2000 and ending December 31, 2001.  The agreement is
payable 30 days after the receipt of the December 31, 2001 audited
financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company also has a deferred purchase price agreement relating
to its acquisition of Teleflow in July 1999.  The agreement is
based upon Teleflow achieving certain agreed upon earnings before
interest, taxes, depreciation, and amortization for each year
through the year ended December 31, 2002.  At December 31, 1999,
$500 has been accrued related to this agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears has an additional purchase price agreement
relating to its acquisition of Advanced DC in May 1998.  The terms
of this agreement provide for additional consideration to be paid
if the acquired entity's results of operations exceed certain
targeted levels.  Targeted levels are set substantially above the
historical experience of the acquired entity at the time of
acquisition.  Subject to the terms and conditions of the
agreement, the Company will make payments to the sellers on or
before April 1st immediately following the respective fiscal year
during which each such contingent payment is earned.  The
contingent payments apply to operations of fiscal years 1998 and
1999.  Motors & Gears made a payment of $3,200 to the previous
shareholders of Advanced DC in March 1999 related to this
agreement, and expects to make an additional payment of $3,200 in
2000.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors & Gears also has a contingent purchase price agreement
relating to its acquisition of Motion Control on December 18,
1997.  The terms of the Motion Control acquisition agreement
provides for additional consideration to be paid if the acquired
entity's results of operations exceed certain targeted levels.
Targeted levels are set substantially above the historical
experience of the acquired entity at the time of acquisition.  The
agreement becomes exercisable in 2003 and payments, if any, under
the contingent agreement will be placed in a trust and paid out
in cash in equal annual installments over a four year period.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 22 - Contingencies</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Company is subject to legal proceedings and claims which arise
in the ordinary course of its business.  The Company believes that
the final disposition of such matters will not have a material
adverse effect on the financial position or results of operations
of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Note 23 - Subsequent events</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>In December 1999, Motors & Gears, through its wholly-owned
subsidiary FIR, acquired certain net assets of the L'Europea
Electric Hoist division ("L'Europea") from Pramac Industriale for
approximately $5,200.</P>

<BR WP="BR1"><BR WP="BR2">
<P>L'Europea hoists are electric pulleys and elevators used for
lifting applications mainly found at construction sites.  As FIR's
operations are included for periods ending two months prior to the
Company's year-end and interim periods (see Note 2) the effects
of this transaction are not included in the Company's 1999
results.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On January 7, 2000, the Company purchased Aurora Products
("Aurora"), an information technology consulting company, for
$5,000.  The acquisition was financed with $4,500 of cash and a
$500 subordinated seller note.  Aurora provides software
application development and customization and will become part of
the Capita Technologies segment.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On March 14, 2000, the Company purchased Online Environs, Inc.
("Online Environs"), an international internet business solutions
developer and consultant, for $4,500.  The acquisition was
financed with $3,000 in cash and a $1,500 subordinated seller
note.  Online Environs' digital communications solutions are
designed to help clients increase sales, improve communications,
and create and enhance business identities over the internet,
commonly known as eBusiness.</P>

<BR WP="BR1"><BR WP="BR2">
<P>On March 23, 2000, the Company purchased Bellevue Data
Communications, Inc. ("Bellevue") for $4,000.  The acquisition was
financed with $3,700 in cash and a $300 subordinated seller note.
Bellevue specializes in providing internet and information
technologies to enhance its customers markets, information assets
and  productivity.  This process is accomplished by linking
databases to web sites in order to collect new information or
convert existing databases to web ready applications for public
viewing with secure administrative interfacing.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
                       </P>

<BR WP="BR1"><BR WP="BR2">
<P>	None.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following sets fourth the names and ages of each of the
Company's directors and executive officers and the positions they
hold at the Company:</P>

<BR WP="BR1"><BR WP="BR2">
<P>Name                    Age   Position with the Company
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>John W. Jordan II</P>

<BR WP="BR1"><BR WP="BR2">
<P>Thomas H. Quinn</P>

<BR WP="BR1"><BR WP="BR2">
<P>Joseph S.
Steinberg</P>

<P>David W.
Zalaznick </P>

<P>Jonathan F.
Boucher</P>

<BR WP="BR1"><BR WP="BR2">
<P>G. Robert Fisher</TD>
<TD>525256444360</TD>
<TD>Chairman of the Board of Directors and
Chief Executive Officer.</P>

<P>Director, President and Chief
Operating Officer.</P>

<P>Director.</P>

<P>Director.</P>

<P>Director, Vice President & Assistant
Secretary.</P>

<P>Director, General Counsel and
Secretary.</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>Each of the directors and executive officers of the Company will
serve until the next annual meeting of the stockholders or until
their death, resignation or removal, which ever is earlier.
Directors are elected annually and executive officers for such
terms as may be determined by the Company's board of directors(the
"Board of Directors").</P>

<BR WP="BR1"><BR WP="BR2">
<P>Set fourth below is a brief description of the business experience
of each director and executive officer of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr. Jordan</STRONG> has served as Chairman of the Board of Directors and
Chief Executive Officer of the Company since 1988.  Mr. Jordan is
a managing partner of The Jordan Company, a private merchant
banking firm which he founded in 1982.  Mr. Jordan is also a
director of Ameriking, Inc., Carmike Cinemas, Inc., Archibald
Candy Corporation, GFSI Inc., GFSI Holdings, Inc., Motors and
Gears, Inc., Rockshox, Inc., Welcome Home and Apparel Ventures,
Inc., as well as other privately held companies.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr. Quinn</STRONG> has served as a director, President and Chief Operating
Officer of the Company since 1988.  From November 1985 to December
1987, Mr. Quinn was Group Vice President and a corporate officer
of Baxter International ("Baxter").  From September 1970 to
November 1985, Mr. Quinn was employed by American Hospital Supply
Corporation ("American Hospital"), where he was a Group Vice
President and corporate officer when American Hospital was
acquired by Baxter.  Mr. Quinn is also the Chairman of the Board
and Chief Executive Officer of Archibald Candy Corporation,
Chairman of the Board of Motors and Gears, Inc. as well as a
director of Welcome Home and other privately held companies.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr. Steinberg</STRONG> has served as a director of the Company since 1988.
Since 1979, Mr. Steinberg has been the President and a director
of Leucadia National Corporation, a holding company.  He is also
a Trustee of New York University.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr.</STRONG> <STRONG>Zalaznick</STRONG> has served as a director of the Company since June
1997.  Since 1982, Mr. Zalaznick<STRONG> </STRONG>has been a managing partner of
The Jordan Company.  <STRONG> </STRONG>Mr. Zalaznick is also a director of Carmike
Cinemas, Inc., Ameriking, Inc., Marisa Christina, Inc., Motors and
Gears, Inc., GFSI Inc., GFSI Holdings Inc. and Apparel Ventures,
Inc., as well as other privately held companies.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr. Boucher</STRONG> has served as a Vice President, Assistant Secretary
and a director of the Company since 1988.  Since 1983, Mr. Boucher
has been a partner of The Jordan Company.  Mr. Boucher is also a
director of Motors and Gears, Inc. as well as several other
privately held companies.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Mr. Fisher</STRONG> has served as a director, General Counsel and Secretary
since 1988.  Since February 1999, Mr. Fisher has been a member of
the law firm of Sonnenschein, Nath & Rosenthal, a firm that
represents the Company in various legal matters.  From June 1995
until February 1999, Mr. Fisher was a member of the law firm of
Bryan Cave LLP.  For the prior 27 years Mr. Fisher was a member
of the law firm of Smith, Gill, Fisher & Butts, P.C., which
combined with Bryan Cave LLP in June 1995.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 11. 	EXECUTIVE COMPENSATION	</P>

<P>The following table shows the cash compensation paid by the
Company, for the three years ended December 31, 1999, for services
in all capacities to the President and Chief Operating Officer of
the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">Summary Compensation Table<SUP>(1)</SUP>        </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">              Annual Compensation            </P>

<BR WP="BR1"><BR WP="BR2">
<P>Name and Principal Position     Year   Salary   Bonus
Other Compensation</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>John W. Jordan II,
Chief Executive
Officer<SUP>(2)</SUP>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Thomas H. Quinn,
President</P>

<P>and Chief Operating
Officer</P>

<BR WP="BR1"><BR WP="BR2"></TD>
<TD>
<BR WP="BR1"><BR WP="BR2">199919981997200000000000</TD>
<TD STYLE="text-align: RIGHT">
<BR WP="BR1"><BR WP="BR2">-

<P>-</P>

<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>700,000</P>

<P>600,000</P>

<P>500,000</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">-

<P>-</P>

<P>-</P>

<BR WP="BR1"><BR WP="BR2">
<P>1,906,150</P>

<P>1,402,950</P>

<P>2,392,524</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">-

<P> -  </P>

<P>-  </P>

<BR WP="BR1"><BR WP="BR2">
<P>-  </P>

<P>36,865  </P>

<P>870,000<SUP>(3)</SUP></TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P>                       </P>

<UL>
  <LI>The aggregate number of shares of restricted Common Stock
held by the Company's executive officers and directors at
December 31, 1999 was 5,000 shares, consisting of 4,000
shares held by Mr. Quinn and 1,000 shares held by Mr.
Boucher.  The value of the restricted shares is not able to
be calculated because there is no market price for shares of
the Company's unrestricted Common Stock.  Dividends will be
paid on the restricted shares to the same extent paid on
unrestricted shares.  See "Management-Restricted Stock
Agreements."</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Mr. Jordan derived his compensation from the Jordan Company
and JZCC for his services to the Company and its
subsidiaries.  He received no compensation from the Company
or its subsidiaries for his services as Chief Executive
Officer.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>The difference between the amount paid for 1,500 shares of
common stock and the related market value of the stock.</LI>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"></UL>

<BR WP="BR1"><BR WP="BR2">
<P><SUP></SUP>	Employment Agreement.  Mr. Quinn has entered into an
employment agreement with the Company which provides for his
employment as President and Chief Operating Officer of the
Company.  The employment agreement can terminated at any time by
the Company.  His base salary is $750,000 per year, and he is
provided with a guaranteed bonus of $100,000 per year, which
amounts are inclusive of any compensation, fees, salary, bonuses
or other payments to Mr. Quinn by any of the subsidiaries or
affiliates of The Jordan Company.  Under the employment agreement,
if Mr. Quinn's employment is terminated for reasons other than
voluntary termination, cause, disability or death, he will be paid
a severance equal to the greater of $350,000 or the sum of his
most recent base annual salary plus $100,000.  If employment is
terminated for reasons of cause or voluntary termination, no
severance payment is made.  The Company maintains a $5,000,000
"key man" life insurance policy on Mr. Quinn under which the
Company is the beneficiary.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Restricted Stock Agreements.  The Company is a party to
restricted stock agreements, dated as of February 25, 1988, with
each Messrs. Quinn and Boucher, pursuant to which they were issued
shares of Common Stock which, for purposes of such restricted
stock agreements, were classified as "Group 1 Shares" or "Group
2 Shares".  Messrs. Quinn and Boucher were issued 3,500 and
1,870.7676 Group 1 Shares, respectively, and 4,000 and 1,000 Group
2 Shares, respectively, at $4.00 per share.  The Group 1 Shares
are not subject to repurchase or contractual restrictions on
transfer pursuant to the Restricted Stock Agreements.  The Group
2 Shares are subject to repurchase at cost, in the event that
Messrs. Quinn or Boucher ceases to be employed (as a partner,
officer, or employee) by the Company, The Jordan Company,
Jordan/Zalaznick Capital Company ("JZCC"), or any reconstitution
thereof conducting similar business activities in which they are
a partner, officer or employee.  If such person ceases to be so
employed prior to January 1, 2003, the Group 2 Shares can also be
repurchased at cost, unless such person releases and terminates
such repurchase option by making a payment of $300.00 per share
to the Company.  Certain adjustments to the foregoing occur in the
event of the death or disability of any of the partners of The
Jordan Company or JZCC, the death or disability of such person,
or the sale of the Company.  On January 1, 1992, the Company
issued Messrs. Quinn and Boucher 600 and 533.8386 shares,
respectively, at $107.00 per share, pursuant to similar Restricted
Stock Agreements, dated as of January 1, 1992, under which such
shares were effectively treated as "Group 1 Shares".  On December
31, 1992, the Company issued an additional 400 shares to Mr. Quinn
for $107.00 per share pursuant to  similar Restricted Stock
Agreements, under which such shares were effectively treated as
"Group 1 Shares".  The purchase price per share was based upon an
independent appraiser's valuation of the shares of Common Stock
at the time of their issuance.  In June 1997, the Company issued
an additional 1,500 shares to Mr. Quinn for approximately $86.67
per share pursuant to a similar Restricted Stock Agreement, under
which such shares were effectively treated as "Group 1 Shares".
These shares were issued by the Company to provide a long-term
incentive to the recipients to advance the Company's business and
financial interest.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Directors Compensation.  The Company compensates its
directors quarterly at $20,000 per year for each director.  The
Indenture permits directors fees of up to $250,000 per year in the
aggregate.  In addition, the Company reimburses directors for
their travel and other expenses incurred in connection with
attending Board meetings (and committees thereof) and otherwise
performing their duties as directors of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Item 12.  	PRINCIPAL
STOCKHOLDERS</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following table furnishes information, as of March 23, 2000,
as to the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to beneficially own more than
5% of the outstanding shares of Common Stock (ii) each director
and executive officer of the Company, and (iii) all officers and
directors of the Company as a group.</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">Amount of Beneficial Ownership</P>

<P STYLE="text-align: RIGHT">Number of         Percentage<SUP></SUP></P>

<P STYLE="text-align: RIGHT">Shares            Owned<SUP>(1)</SUP>   </P>

<P><STRONG>Executive Officers and Directors</STRONG>
               		John W. Jordan, II (2)(3)(4)			41,820.9087	42.5%</P>

<P>David W. Zalaznick (3)(5)(6)			19,965.0000	20.3%</P>

<P>Thomas H. Quinn (7)				10,000.0000	10.2%</P>

<P>Leucadia Investors, Inc. (3)	 		9,969.9999	10.1%</P>

<P>Jonathan F. Boucher (8)			 	5,533.8386
5.6%</P>

<P>G. Robert Fisher (4)(9)	 	  		624.3496
0.6%</P>

<P>Joseph S. Steinberg (10)	     		0.0000	 0.0%</P>

<P>All directors and officers as a group</P>

<P> (5 persons)(3)				87,914.0968	89.3%</P>

<P>                   </P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<UL>
  <LI>Calculated pursuant to Rule 13d-3 (d) under the Exchange Act.  Under Rule
13d-3 (d), shares not outstanding which are subject to options, warrants,
rights of conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but not deemed outstanding for the purpose of
calculating the percentage owned by each other person listed.  As of
December 31, 1999, there were 98,501.0004 shares of Common Stock issued
and outstanding.</LI>
</TD></TR></TABLE>
</UL>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Includes 1 share held personally and 41,819.9087 shares held by the John
W. Jordan II Revocable Trust.  Does not include 309.2933 shares held by
Daly Jordan O'Brien, the sister of Mr. Jordan, 309.2933 shares held by
Elizabeth O'Brien Jordan, the mother of Mr. Jordan, or 309.2933 shares
held by George Cook Jordan, Jr., the brother of Mr. Jordan.</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Does not include 100 shares held by The Jordan Zalaznick Capital Company
("JZCC") or 3,500 shares held by Mezzanine Capital & Income Trust 2001
PLC ("MCIT"), a publicly traded U.K. investment trust advised by an
Affiliate of The Jordan Company (controlled by Messrs. Jordan and
Zalaznick).  Mr. Jordan, Mr. Zalaznick and Leucadia, Inc. are the sole
partners of JZCC.  Mr. Jordan and Mr. Zalaznick own and manage the
advisor to MCIT.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Does not include 3,248.3332 shares held by the Jordan Family Trust, of
which John W. Jordan II, George Cook Jordan, Jr., and G. Robert Fisher
are the trustees.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Does not include 82.1697 shares held by Bruce Zalaznick, the brother of
Mr. Zalaznick.</LI>
</UL>

<P><SUP></SUP><SUP></SUP>					</P>

<UL>
  <LI>Excludes 2,541.4237 shares that are held by John W. Jordan II Revocable
Trust, but which may be purchased by Mr. Zalaznick, and must be
purchased by Mr. Zalaznick, under certain circumstances, pursuant to an
agreement, dated as of October 27, 1988, between Mr. Jordan and Mr.
Zalaznick.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Includes 4,000 shares which are treated as "Group 2 Shares" pursuant to
the terms of a Restricted Stock Agreement between Mr. Quinn and the
Company.  See "Management-Restricted Stock Agreements".</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Includes 1,000 shares which are treated as "Group 2 Shares" pursuant to
the terms of a Restricted Stock Agreement between Mr. Boucher and the
Company.  See "Management-Restricted Stock Agreements".</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Includes 624.3496 shares held by G. Robert Fisher, as trustee of the G.
Robert Fisher Irrevocable Gift Trust, U.T.I., dated December 26, 1990.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Excludes 9,969.9999 shares held by Leucadia Investors, Inc., of which
Joseph S. Steinberg is President and a director.</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>		Stockholder Agreement.  Each holder of outstanding
shares of Common Stock of the Company is a party to a
Stockholder Agreement, dated as of June 1, 1998 (the
"Stockholder Agreement"), by and among the Company and such
stockholders.  The Stockholder Agreement subjects the transfer
of shares of Common Stock by such stockholders to a right of
first refusal in favor of the Company and "co-sale" rights in
favor of the other stockholders, subject to certain
restrictions.  Under certain circumstances, stockholders
holding 60% or more of the outstanding shares of Common Stock,
on a fully diluted basis, have certain rights to require the
other stockholders to sell their shares of Common Stock.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 13. 	CERTAIN TRANSACTIONS</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Employment Agreements; Stock Transactions.  </EM>On February 25,
1988, the Company entered into an employment agreement with
Thomas H. Quinn, pursuant to which Mr. Quinn became the
President and Chief Operating Officer of the Company, effective
January 1, 1988. "See Management-Employment Agreement".</P>

<BR WP="BR1"><BR WP="BR2">
<P>In November 1996, the Company issued Mr. Quinn 1,500 shares of
Common Stock for $0.2 million cash and a promissory note of
$1.3 million.  In June 1997 the Company and Mr. Quinn reversed
the November 1996 transaction such that the Company canceled
all debt owed and returned all consideration paid by Mr. Quinn
and Mr. Quinn returned the Common Stock to the Company.  In
June of 1997, the Company issued an additional 1,500 shares to
Mr. Quinn for approximately $86.67 per share.  See "Management-Restricted Stock Agreements".</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Fannie May.</EM> In 1995, the Company acquired 151.28 shares of
common stock of Fannie May (representing 15.1% of the
outstanding common stock of Fannie May on a fully-diluted
basis) for $0.2 million.  These shares of common stock were
purchased from the John W. Jordan II Revocable trust, which
purchased them in July 1995 for $0.2 million.  Fannie May's
Chief Executive Officer is Mr. Quinn, and its stockholders
include Messrs. Jordan, Quinn, Zalaznick, and Boucher, who are
directors and stockholders of the Company, as well as other
partners, principals, and associates of The Jordan Company who
are also stockholders of the Company.  Fannie May, which is
also known as "Fannie May Candies" is a manufacturer and
marketer of kitchen-fresh, high-end boxed chocolates and other
confectionary items through its 720 company-owned retail stores
and approximately 9,300 third party retail outlets.  Fannie May
also sells through quantity order, mail order, and fund raising
programs in the United States and Canada.  Its products are
marketed under the "Fannie May", and "Fanny Farmer", "Sweet
Factory" and "Laura Secord" brand names.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>JIR.</EM>  In 1999, the Company made approximately $9.0 million of
unsecured advances to JIR Broadcast, Inc. and JIR Paging, Inc.
Each of these company's Chief Executive Officer is Mr. Quinn
and its stockholders include Messrs. Jordan, Quinn, Zalaznick
and Boucher, who are the Company's directors and stockholders,
as well as other, partners, principals and associates of The
Jordan Company who are also the Company's stockholders.  These
companies are engaged in the development of businesses in
Russia, including the broadcast and paging sectors.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>JZ International, LTD. </EM>In November 1998, the Company, through
M&G, invested $5.6 million in Class A Preferred Stock and $1.7
million in Class B Preferred Stock of JZ International, Ltd.
The Company expects to make an additional $5.0 million of
investments in JZ International's Class A Preferred Stock.  JZ
International's Chief Executive Officer is David W. Zalaznick,
and its stock holders include Messrs. Jordan, Quinn, Zalaznick
and Boucher, who are the Company's directors and stockholders,
as well as other partners, principals and associates of The
Jordan Company who are also the Company's stockholders.  JZ
International is a merchant bank located in London, England
that is focused on making European and other international
investments.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>ISMG.  </EM>During 1999, the Company made approximately $7.4 million
of unsecured advances to Internet Services Management Group
("ISMG").  ISMG is an internet services provider ("ISP") for
approximately 85,000 customers.  The Company owns 5% of the
common stock of ISMG, with the remainder owned by the Company's
stockholders and management of ISMG.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Healthcare Products Holdings, Inc.  </EM>In 1999, The company made
approximately $7.3 million of unsecured advances to a
subsidiary of Healthcare Products Holdings, Inc. (Healthcare
Group) for working capital purposes.  In additional the Company
has funded approximately $1.7 million of operating expenses for
the Healthcare Group which are included in advances to
affiliates at December 31, 1999.  The $7.3 million of advances
have been fully reserved for by the Company due to the
uncertainty associated with the ultimate collection of these
amounts.  The charge has been included in management fees and
other in 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Legal Counsel.</EM>  Mr. G. Robert Fisher, a director of, and the
general counsel and secretary to, the Company, is also a
partner of Sonnenschein Nath & Rosenthal, and was a partner of
Bryan Cave LLP, and a partner of Smith, Gill, Fisher & Butts
which merged with Bryan Cave, LLP during 1999.  Mr. Fisher and
his law firm have represented the Company and The Jordan
Company in the past, and expect to continue representing them
in the future.  In 1999, Bryan Cave and Sonnenschien, Nath &
Rosenthal were paid approximately $2.7 million in fees and
expenses by the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Directors and Officers Indemnification.</EM>  The Company has
entered into indemnification agreements with each member of the
Board of Directors whereby the Company has agreed, subject to
certain exceptions, to indemnify and hold harmless each
director from liabilities incurred as a result of such persons
status as a director of the Company.  See "Management-Directors
and Executive Officers of the Company".</P>

<BR WP="BR1"><BR WP="BR2">
<P><EM>Future Arrangements.  </EM> The Company has adopted a policy that
future transactions between the Company and its officers,
directors and other affiliates (including the Motors and Gears
Subsidiaries) must (i) be approved by a majority of the members
of the Board of Directors and by a majority of the
disinterested members of the Board of Directors and (ii) be on
terms no less favorable to the Company then could be obtained
from unaffiliated third parties.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Part IV</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 14. 	EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Documents filed as part of this report:</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<UL>
  <LI>Financial Statements</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<P>	Reference is made to the Index to Consolidated Financial
Statements appearing at Item 8, which is incorporated herein
by reference.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Financial Statement Schedule</LI>
</UL>

<BR WP="BR1"><BR WP="BR2">
<P>	The following financial statement schedule for the years
ended December 31, 1999, 1998 and 1997 is submitted
herewith:</P>

<P>		</P>

<P>		Item			Page Number</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Schedule II - Valuation and qualifying accounts</P>

<BR WP="BR1"><BR WP="BR2">
<P>	All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
not applicable and therefore have been omitted, or the information
has been included in the consolidated financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Exhibits</LI>
</UL>

<P>	</P>

<P>	An index to the exhibits required to be listed under this
item 14(a) (3) follows the "Signatures" section hereof and
is incorporated herein by reference.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>Reports on Form 8-K</LI>
</UL>

<P>	</P>

<P>	None.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>SIGNATURES</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Pursuant to the requirements of Section 13 or 15(d) of
the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">JORDAN INDUSTRIES, INC.      </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By  /s/ John W. Jordan II        </P>

<P STYLE="text-align: RIGHT">John W. Jordan II             </P>

<P>Dated:	March 23, 2000		Chief Executive Officer
  </P>

<BR WP="BR1"><BR WP="BR2">
<P>	Pursuant to the requirements of the Securities and
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.</P>

<P>	</P>

<P> </P>

<P STYLE="text-align: RIGHT">By   /s/ John W. Jordan II        </P>

<P STYLE="text-align: RIGHT">John W. Jordan, II            </P>

<P>Dated:	March 23, 2000		Chairman of the Board of
Directors and Chief
Executive Officer</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ Thomas H. Quinn           </P>

<P STYLE="text-align: RIGHT">Thomas H. Quinn               </P>

<P>Dated:	March 23, 2000		Director, President and
      Chief Operating
Officer</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ Jonathan F. Boucher      </P>

<P STYLE="text-align: RIGHT">Jonathan F. Boucher           </P>

<P>Dated:	March 23, 2000		Director, Vice
President, </P>

<P>				and Assistant Secretary</P>

<P>				</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ G. Robert Fisher         </P>

<P STYLE="text-align: RIGHT">G. Robert Fisher              </P>

<P>Dated:	March 23, 2000		Director, General
Counsel and Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ David W. Zalaznick       </P>

<P STYLE="text-align: RIGHT">David W. Zalaznick            </P>

<P>Dated:	March 23, 2000		Director</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ Joseph S. Steinberg     </P>

<P STYLE="text-align: RIGHT">Joseph S. Steinberg          </P>

<P>Dated:	March 23, 2000		 Director</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">By   /s/ Thomas C. Spielberger    </P>

<P STYLE="text-align: RIGHT">Thomas C. Spielberger         </P>

<P>Dated:	March 23, 2000		Sr. Vice President,
Finance and Accounting</P>

<P>				(Principal Financial
Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: RIGHT">Schedule II</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">JORDAN INDUSTRIES, INC.</P>

<P STYLE="text-align: CENTER">VALUATION AND QUALIFYING ACCOUNTS</P>

<P STYLE="text-align: CENTER">(dollars in thousands)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Balance
at
beginning of
period</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">Additions
charged
to
costs
and
expenses</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">Uncollectible
Balances
written
off net of
recoveries</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Other </TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Balance
at

<P>end
of
period</TD></TR>
<TR VALIGN="TOP"><TD>December 31,
1997:</P>

<BR WP="BR1"><BR WP="BR2">
<P>Allowance for
doubtful accounts</P>

<BR WP="BR1"><BR WP="BR2">
<P>Valuation
allowance for
deferred tax
assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>December 31,
1998:</P>

<BR WP="BR1"><BR WP="BR2">
<P>Allowance for
doubtful accounts</P>

<BR WP="BR1"><BR WP="BR2">
<P>Valuation
allowance for
deferred tax
assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>December 31,
1999:</P>

<BR WP="BR1"><BR WP="BR2">
<P>Allowance for
doubtful accounts</P>

<BR WP="BR1"><BR WP="BR2">
<P>Valuation
allowance for
deferred tax
assets</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">2,101

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>11,199</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>2,777</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>11,910</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>3,256</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>12,474</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">1,623

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>711</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>2,382</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>564</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1,938</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>636</TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">(942)

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(1,927)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(2,043)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">(5)

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>24</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(327)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>- </TD>
<TD STYLE="text-align: RIGHT"></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">2,777

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>11,910</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>3,256</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>12,474</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>2,824</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>13,110</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">1(a)<SUP>13</SUP>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1(b)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1(c)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1(d)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>1(e)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>2(a)<SUP>4</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>2(b)<SUP>6</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>3(a)<SUP>1</SUP></P>

<P>3(b)<SUP>1</SUP></P>

<P>4(a)<SUP>13</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(b)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(c)<SUP>13</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(d)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(e)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(f)<SUP>13</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>4(g)<SUP>13</SUP></P>

<P>4(h)<SUP>12</SUP></P>

<P>4(i)<SUP>12</SUP></P>

<P>10(a)<SUP>1,2</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(b)<SUP>1,2</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(c)<SUP>1,2</SUP></P>
</TD>
<TD STYLE="text-align: CENTER">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP>--

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<P>--</P>

<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<P>--</P>

<P>--</P>

<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>
</TD>
<TD>		EXHIBIT INDEX

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Purchase Agreement, dated March 22, 1999, by and among Jordan Industries,
Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Jefferies &
Company, Inc. and BancBoston Robertson Stephens Inc.*</P>

<P>Purchase Agreement, dated July 21, 1997, by and among Jordan Industries,
Inc., Jefferies & Company, Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation.</P>

<P>Purchase and Sale Agreement, dated as of April 2, 1997, by and between
Jordan Industries, Inc. and the holders of 11<SUP>3/4</SUP>% Senior Subordinated
Discount Debentures due 2005 parties thereto.</P>

<P>Purchase and Sale Agreement, dated as of April 2, 1997, by and between
Jordan Industries, Inc. and the holders of 11<SUP>3/4</SUP>% Senior Subordinated
Discount Debentures due 2005 parties thereto.</P>

<P>Exchange Agreement, dated as of April 2, 1997, by and between Jordan
Industries, Inc. and the holders of 11<SUP>3/4</SUP>% Senior Subordinated Discount
Debentures due 2005 parties thereto.</P>

<P>Agreement and Plan of Merger between the Thos. D. Murphy Company and Shaw-Barton, Inc.</P>

<P>Asset Purchase Agreement between Alma Piston Company and Alma Products
Holdings, Inc. dated as of February 26, 1999.</P>

<P>Articles of Incorporation of the Registrant.</P>

<P>By-Laws of the Registrant.</P>

<P>Series C and Series D 10<SUP>3/8</SUP>% Senior Notes Indenture, dated March 22, 1999,
between Jordan Industries, Inc. and U.S. Bank Trust National Association.</P>

<P>Series A and Series B 10<SUP>3/8</SUP>% Senior Notes Indenture, dated July 25, 1997,
between Jordan Industries, Inc. and First Trust National Association, as
Trustee.</P>

<P>First Supplemental Indenture, dated March 9, 1999, between Jordan
Industries, Inc. and U.S. Bank & Trust Company f/k/a First Trust National
Association, as Trustee, to the 10<SUP>3/8</SUP>% Senior Notes Indenture, dated July
25, 1997.</P>

<P>Series A and Series B 11<SUP>3/4</SUP>% Senior Subordinated Discount Debentures
Indenture, dated April 2, 1997, between Jordan Industries, Inc. and First
Trust National Association, as Trustee.</P>

<P>First Supplemental Indenture, dated as of July 25, 1997 between Jordan
Industries, Inc. and First Trust National Association, as Trustee, to the
11<SUP>3/4</SUP>% Senior Subordinated Discount Debentures Indenture, dated as of April
2, 1997.</P>

<P>Second Supplemental Indenture, dated as of March 9, 1999, between Jordan
Industries, Inc. and First Trust National Association, as Trustee, to the
11<SUP>3/4</SUP>% Senior Subordinated Discount Debentures Indenture, dated as of April
2, 1997.</P>

<P>Global Series D Senior Note.*</P>

<P>Global Series B Senior Note.</P>

<P>Global Series B Senior Subordinated Discount Debenture.</P>

<P>Inter-company Notes, dated June 1, 1988, by and among the Registrant and
the Subsidiaries.</P>

<P>Inter-company Management Agreement, dated June 1, 1988, by and among the
Registrant and the Subsidiaries.</P>

<P>Inter-company Tax Sharing Agreement, dated June 1, 1988 by and among the
Registrant and the Subsidiaries.</P>

<P>Management Consulting Agreement, dated as of June 1, 1988, between the</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>10(i)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(j)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(k)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(l)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(m)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(n)<SUP>1</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(o)<SUP>5</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(p)<SUP>7</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(q)<SUP>5</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(r)<SUP>8</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(s)<SUP>10</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(t)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(u)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(v)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(w)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(x)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(y)</P>

<BR WP="BR1"><BR WP="BR2">
<P>10(z)</P>

<BR WP="BR1"><BR WP="BR2">
<P>10(aa)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(bb)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(cc)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>10(dd)<SUP>12</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>10(ee)<SUP>12</SUP></P>
</TD>
<TD STYLE="text-align: CENTER"><SUP></SUP><SUP></SUP>--

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<P>--</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>--</P>
</TD>
<TD>Restricted Stock Agreement, dated February 25, 1988, between the Registrant
and Jonathan F. Boucher.

<P>Restricted Stock Agreement, dated February 25, 1988, between the Registrant
and John R. Lowden.</P>

<P>Restricted Stock Agreement, dated February 25, 1988, between the Registrant
and Thomas H. Quinn.</P>

<P>Stock Purchase Agreement, dated June 1, 1988, between Leucadia Investors,
Inc. and John W. Jordan, II.</P>

<P>Zero Coupon Note, dated June 1, 1988, issued by John W. Jordan, II to
Leucadia Investors, Inc.</P>

<P>Pledge, Security and Assignment Agreement, dated June 1, 1988 by John W.
Jordan, II.</P>

<P>Revolving Credit and Term Loan Agreement, dated August 18, 1989, between
the Company and The First National Bank of Boston.</P>

<P>Second Amendment to Revolving Credit Agreement, dated September 1, 1990,
between the Company and The First National Bank of Boston.</P>

<P>Guaranty, dated as of August 18, 1989, from DACCO, Incorporated in favor
of First Bank National Association, as Trustee.  The Company has also
entered into similar guarantees with other Restricted subsidiaries and will
furnish the above guarantees upon request.</P>

<P>Amended and Restated Revolving Credit Agreement dated December 10, 1991
between the Company and Thre First National Bank of Boston.</P>

<P>Revolving Credit Agreement dated as of June 29, 1994 among JII, Inc., a
wholly-owned subsidiary of the Company and The First National Bank of
Boston and certain other Banks.</P>

<P>Amended and Restated Revolving Credit Agreement, dated as of July 25, 1997,
by and among JII, Inc., the lenders listed thereto and BankBoston, N.A.,
as agent.</P>

<P>Security Agreement, dated as of July 25, 1997, between JII, Inc. and
BankBoston, N.A., as agent (Incorporated by reference to the Form S-4).</P>

<P>Revolving Credit Agreement, between Specialty Printing and Labeling and The
First National Bank of Boston (Incorporated by reference to the Form S-4).</P>

<P>Amended and Restated Revolving Credit Agreement between Specialty Printing
and Labeling and The First National Bank of Boston (Incorporated by
reference to the Form S-4).</P>

<P>Revolving Credit Agreement between Motors & Gears, Inc. and Bankers Trust
Company.</P>

<P>Third Amendment to Revolving Credit Agreement, dated August 24, 1999,
between Jordan Industries, Inc. and BankBoston, N.A.</P>

<P>Fourth Amendment to Revolving Credit Agreement, dated as of October 15,
1999, between Jordan Industries, Inc. and BankBoston, N.A.</P>

<P>Properties Services Agreement, dated as of July 25, 1997, between Jordan
Industries, Inc. and its subsidiaries.</P>

<P>Transition Agreements, each dated as of July 25, 1997, between Jordan
Industries, Inc. and Jordan Telecommunication Products, Inc. and Motors &
Gears, Inc., respectively.</P>

<P>New Subsidiary Advisory Agreements, each dated as of July 25, 1997, between
Jordan Industries, Inc. and its subsidiaries.</P>

<P>New Subsidiary Consulting Agreements, each dated as of July 25, 1997,
between Jordan Industries, Inc. and its subsidiaries (Incorporated by
reference to the Form S-4).</P>

<P>New TJC Management Consulting Agreement, dated as of July 25, 1997, between
TJC Management Corp. and Jordan Industries, Inc.</P>

<P>Termination Agreement, dated as of July 25, 1997, between Jordan</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>____________________</P>

<BR WP="BR1"><BR WP="BR2">
<P><SUP>1</SUP>	Incorporated by reference to the Company's Registration Statement on Form S-1
(No. 33-24317).</P>

<P><SUP>2</SUP><SUP></SUP>	The Company has entered into Inter-company Notes, Inter-company Management
Agreements and Inter-company Tax Sharing Agreements with Riverside, AIM,
Cambridge, Beemak, Scott, and Gear which are identical in all material respect
with the notes and agreement incorporated by reference in this Report.  Copies
of such additional notes and agreements have therefore not been included as
exhibits to this filing, in accordance with Instruction 2 to Item 601 of
Regulation S-K.</P>

<P><SUP>3</SUP><SUP></SUP>	Incorporated by reference to the Company's 1988 Form 10-K.</P>

<P><SUP>4</SUP><SUP></SUP>	Incorporated by reference to the Company's 1989 First Quarter Form 10-Q.</P>

<P><SUP>5</SUP><SUP></SUP>	Incorporated by reference to the Company's Second Quarter Report on Form 10-Q
Amendment No.1, filed September 19, 1989.</P>

<P><SUP>6</SUP><SUP></SUP>	Incorporated by reference to the Company's Form 8-K filed April 1, 1999.</P>

<P><SUP>7</SUP><SUP></SUP>	Incorporated by reference to the Company's 1990 Third Quarter Form 10-Q.</P>

<P><SUP>8</SUP><SUP></SUP>	Incorporated by reference to the Company's 1990 Form 10-K.</P>

<P><SUP>9</SUP><SUP></SUP>	Incorporated by reference to the Company's Form 8-K filed December 16, 1991.</P>

<P><SUP>10</SUP><SUP></SUP>	Incorporated by reference to the Company's 1994 Second Quarter Form 10-Q.</P>

<P><SUP>11</SUP><SUP></SUP>	Incorporated by reference to the Company's 1995 Form 10-K.</P>

<P><SUP>12</SUP>	Incorporated by reference to the Company's Registration Statement on Form S-4
(No. 333-34529).</P>

<P><SUP>13</SUP>	Incorporated by reference to the Company's Registration Statement on Form S-4
(No. 333-77667).</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	EXHIBIT 10(Y)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING</P>

<P STYLE="text-align: CENTER">CREDIT AGREEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	This AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT, dated as of August 24, 1999 (this "Amendment") by and
among JII, Inc., a Delaware corporation (the "Borrower"), the
lending institutions (collectively, the "Banks") listed on
Schedule 1 to the Credit Agreement (as defined below), the
Guarantors listed on the signature page hereto (the "Guarantors")
and BankBoston, N.A., a national banking association, as agent
(the "Agent") for the Banks, amending certain provisions of the
Amended and Restated Revolving Credit Agreement, dated as of July
25, 1997, as amended by Amendment No. 1 to Amended and Restated
Revolving Credit Agreement and Amendment No. 1 to Security and
Pledge Agreement, dated as of February 11, 1998, and by Amendment
No. 2 to Amended and Restated Revolving Credit Agreement, dated
as of May 11, 1999 (as so amended and as may be further amended
and in effect from time to time, the "Credit Agreement").
Capitalized terms which are used herein without definition and
which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	WHEREAS, the Borrower, the Guarantors, the Banks and the
Agent have agreed to modify certain terms and conditions of the
Credit Agreement as specifically set forth in this Amendment;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the
Guarantors, the Banks and the Agent hereby agree as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>1.	Amendment to the Credit Agreement</STRONG>.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>The definition of "Non-Wholly-Owned Guarantor(s)"
contained in 1.1</LI>
  </UL>
</UL>

<P>of the Credit Agreement is hereby amended by inserting immediately
after the words "its wholly-owned subsidiaries" which appear in
such definition, the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"or JAAI or any of its wholly-owned subsidiaries".</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>The definition of "Wholly-Owned Guarantor(s)" contained
in 1.1 of the</LI>
  </UL>
</UL>

<P>Credit Agreement is hereby amended by inserting immediately after
the phrase "its wholly-owned subsidiaries," which appear in such
definition, the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"and JAAI and each of its wholly-owned subsidiaries."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Section 1.1 of the Credit Agreement is further amended
by inserting</LI>
  </UL>
</UL>

<P>the following definition in the appropriate alphabetical order:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"JAAI.  Jordan Auto Aftermarket, Inc., a Delaware
corporation."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Section 9.1 of the Credit Agreement is hereby amended by
(i) deleting</LI>
  </UL>
</UL>

<P>the word "and" at the end of clause (s) of such section, (ii)
deleting the period at the end of clause (t) of such section and
substituting therefor a semicolon, (iii) adding the words "; and"
at the end of clause (u) of such section, and (iv) inserting the
following new clause (v) after clause (u) of such section:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"(v)   Indebtedness consisting of JAAI's redemption or
other payment</P>

<P>	 obligations in respect of JAAI's Cumulative Preferred
Stock."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Section 9.11 of the Credit Agreement is hereby amended
by inserting</LI>
  </UL>
</UL>

<P>the phrase "except to the extent set forth on Schedule 9.11
hereto" following the phrase "in any single transaction", and
Schedule 9.11 attached hereto is made a part of the Credit
Agreement and incorporated therein by reference herein.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Schedules 1 and 7.19 to the Credit Agreement are hereby
amended by</LI>
  </UL>
</UL>

<P>deleting such Schedules 1 and 7.19 to the Credit Agreement in
their entirety and substituting therefor Schedules 1 and 7.19,
respectively, attached to this Amendment.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.	Effectiveness</STRONG>.  The effectiveness of this Amendment
shall be subject</P>

<P>to the satisfaction of each of the following conditions precedent:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.1	Delivery of Documents.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)  The Borrower, the Guarantors, the Banks and the
Agent shall have</P>

<P>	executed and delivered this Amendment.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)  The Borrower shall have delivered to the Agent the
Amended and</P>

<P>	Restated Note (the "Note") executed by the Borrower and
issued to each of the </P>

<P>	Banks having an increased Commitment Amount in the amount of
such Bank's</P>

<P>	Commitment Amount as increased and amended hereby.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)  The Borrower shall have executed and delivered to
the Agent the</P>

<P>	fee letter (the "Fee Letter") dated as of the date hereof
between the Agent and the Borrower and complied with all the
terms and conditions set forth therein; provided, that
notwithstanding anything to the contrary contained in the Fee
Letter, the Agent shall pay to any Bank whose Commitment
Amount is increased hereby a fee of 50 basis points on the
amount of such increase.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)  The Borrower and each Guarantor shall have delivered
to the Agent</P>

<P>			certificates of good standing certified by the secretary of
state of each</P>

<P>			applicable jurisdiction of the Borrower or such Guarantor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(e)  The Borrower shall have delivered to the Agent (i)
a copy,</P>

<P>	certified by a duly authorized officer of the Borrower or
such Guarantor to be true and complete on the date hereof, of
each of (A) its charter or other incorporation documents as
in effect on such date of certification, (B) its by-laws as
in effect on such date, and (C) the resolutions of the
Borrower and each Guarantor approving the transactions
contemplated by this Amendment and the Notes, as applicable,
and (ii) a certificate signed by a duly authorized officer of
the Borrower or such Guarantor as to the incumbency and true
signatures of officers of the Borrower or such Guarantor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(f)  The Borrower shall have delivered to the Agent an
opinion of</P>

<P>			Sonnenschein, Nath & Rosenthal, special counsel to the
Borrower and the</P>

<P>	Guarantors, addressed to the Agent and the Banks and in form
and substance satisfactory to the Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.2</STRONG>	<STRONG>Proceedings and Documents.</STRONG>  All proceedings in
connection with the</P>

<P>	transactions contemplated by this Amendment and all documents
incident thereto shall be reasonably satisfactory in
substance and form to the Banks, the Agent and the Agent's
Special Counsel, and the Banks, the Agent and such counsel
shall have received all information and such counterpart
originals or certified or other copies of such documents as
the Agent may reasonably request.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>3.	Representations and Warranties.  </STRONG>The Borrower and each
of the</P>

<P>Guarantors hereby represents and warrants to the Banks as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(a)  The execution and delivery by the Borrower or such
Guarantor,</P>

<P>	as the case may be, of this Amendment and the Note
(collectively, the "Amendment Documents"), and the
performance by the Borrower or such Guarantor of its
obligations and agreements under the Amendment Documents and
the Credit Agreement as amended hereby, are within the
corporate authority of the Borrower or such Guarantor, have
been duly authorized by all necessary corporate proceedings
on behalf of the Borrower or such Guarantor, and do not and
will not contravene any provision of law, statute, rule or
regulation to which the Borrower or such Guarantor is subject
or any of the Borrower's or such Guarantor's charter, other
incorporation papers, by-laws or any stock provision or any
amendment thereof or of any agreement or other instrument
binding upon the Borrower or such Guarantor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(b)  The Amendment Documents and the Credit Agreement as
amended</P>

<P>	hereby constitute legal, valid and binding obligations of the
Borrower or such Guarantor, as the case may be, enforceable
in accordance with their respective terms, except as limited
by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting generally the enforcement
of creditors' rights.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(c)  No approval or consent of, or filing with, any
governmental</P>

<P>	agency or authority is required to make valid and legally
binding the execution, delivery or performance by the
Borrower or such Guarantor of the Amendment Documents or the
Credit Agreement as amended hereby, or the consummation by
the Borrower or such Guarantor of the transactions among the
parties contemplated hereby and thereby or referred to
herein.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(d)  The representations and warranties contained in 7
of the Credit</P>

<P>	Agreement were correct at and as of the date made.  Except to
the extent that the facts upon which such representations and
warranties were based have changed in the ordinary course of
business or have changed as a result of transactions
contemplated or permitted by the Credit Agreement and the
other Loan Documents (which changes, either singly or in the
aggregate, have not been materially adverse) and to the
extent that such representations and warranties relate
expressly to an earlier date and after giving effect to the
provisions hereof, such representations and warranties also
are correct at and as of the date hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(e)  The Borrower or such Guarantor has performed and
complied in all</P>

<P>	material respects with all terms and conditions herein
required to be performed or complied with by it prior to or
at the time hereof, and as of the date hereof, after giving
effect to the provisions hereof, there exists no Event of
Default or Default.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>4.	Affirmation and Acknowledgment of the Borrower and the
Guarantors</STRONG>.</P>

<P>		(a)  The Borrower hereby ratifies and confirms all of
its Obligations to the Banks, including, without limitation, the
Loans, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Banks
the Loans and all other amounts due under the Credit Agreement as
amended hereby.  The Borrower hereby confirms that the Obligations
are and remain secured pursuant to the Security Documents and
pursuant to all other instruments and documents executed and
delivered by the Borrower as security for the Obligations.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)  Each of the Guarantors hereby acknowledges the
provisions of this Amendment and hereby reaffirms its absolute and
unconditional guaranty of the Borrower's payment and performance
of the obligations to the Banks as more fully described in the
Guaranty to which such Person is a party.  Each of the Guarantors
hereby confirms that its obligations under the Guaranty to which
it is a party are and remain secured pursuant to the Security
Documents to which it is a party.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>5.	Miscellaneous Provisions</STRONG>.  (a)  Except as otherwise
expressly</P>

<P>provided by this Amendment, all of the terms, conditions and
provisions of the  Credit Agreement shall remain the same.  It is
declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and
effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)   <STRONG>THIS AMENDMENT AGREEMENT SHALL BE A CONTRACT UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS
OF SAID COMMONWEALTH, WITHOUT REFERENCE TO CONFLICTS OF LAW, AND
IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)  This Amendment may be executed in any number of
counterparts, but all</P>

<P>such counterparts shall together constitute but one instrument.
In making proof of this Amendment it shall not be necessary to
produce or account for more than one counterpart signed by each
party hereto by and against which enforcement hereof is sought.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><EM>(remainder of page intentionally left blank)</EM></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>IN WITNESS WHEREOF, </STRONG>the parties hereto have executed this
Amendment Agreement as an instrument under seal to be effective
as of the date first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BORROWER:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>JII, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Gordon L. Nelson         </P>

<P>	   Title: Gordon L. Nelson</P>

<P>	          Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE GUARANTORS</EM>:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>THE OLD IMPERIAL ELECTRIC COMPANY</STRONG></P>

<P><STRONG>	THE OLD SCOTT MOTORS COMPANY</STRONG></P>

<P><STRONG>	OLD GEAR RESEARCH, INC.</STRONG></P>

<P><STRONG>	DACCO, INCORPORATED</STRONG></P>

<P><STRONG>	DETROIT TRANSMISSION PRODUCTS CO.</STRONG></P>

<P><STRONG>	BORG MANUFACTURING</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF OHIO, INC.</STRONG></P>

<P><STRONG>	ABC TRANSMISSION PARTS WAREHOUSE, INC.</STRONG></P>

<P><STRONG>	NASHVILLE TRANSMISSION PARTS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF FLORIDA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MINNESOTA, INC.</STRONG></P>

<P>	<STRONG>DACCO/DETROIT OF COLORADO, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF INDIANA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MISSOURI, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF ARIZONA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MEMPHIS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NEBRASKA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF ALABAMA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NEW JERSEY, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MICHIGAN, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NORTH CAROLINA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF OKLAHOMA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF TEXAS, INC.</STRONG></P>

<P>	<STRONG>DACCO/DETROIT OF SOUTH CAROLINA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF WEST VIRGINIA, INC.</STRONG></P>

<P><STRONG>	DACCO INTERNATIONAL, INC.</STRONG></P>

<P><STRONG>	RIVERSIDE BOOK AND BIBLE HOUSE,</STRONG></P>

<P><STRONG>	  INCORPORATED</STRONG></P>

<P><STRONG>	WORLD BIBLE PUBLISHERS, INC.</STRONG></P>

<P><STRONG>	BEEMAK PLASTICS, INC.</STRONG></P>

<P><STRONG>	JII/SALES PROMOTION ASSOCIATES, INC.</STRONG></P>

<P><STRONG>	CAPE CRAFTSMEN, INC.</STRONG></P>

<P><STRONG>	OLD CAMBRIDGE PRODUCTS CORPORATION</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>(f/k/a Cambridge Products Corporation)</STRONG></P>

<P><STRONG>	OLD DURA-LINE CORPORATION</STRONG></P>

<P><STRONG>	(f/k/a Dura-Line Corporation)</STRONG></P>

<P><STRONG>	OLD JOHNSON COMPONENTS, INC.</STRONG></P>

<P><STRONG>	(f/k/a Johnson Components, Inc.)</STRONG></P>

<P><STRONG>	OLD VIEWSONICS, INC.</STRONG></P>

<P><STRONG>	(f/k/a Viewsonics, Inc.)</STRONG></P>

<P>	<STRONG>SATE-LITE MANUFACTURING COMPANY</STRONG></P>

<P><STRONG>	PARSONS PRECISION PRODUCTS, INC.</STRONG></P>

<P><STRONG>	SPL HOLDINGS, INC.</STRONG></P>

<P><STRONG>	VALMARK INDUSTRIES, INC.</STRONG></P>

<P><STRONG>	SALES PROMOTION ASSOCIATES, INC.</STRONG></P>

<P><STRONG>	SEABOARD FOLDING BOX CORPORATION</STRONG></P>

<P><STRONG>	PAMCO PRINTED TAPE & LABEL CO., INC.</STRONG></P>

<P><STRONG>	JORDAN SPECIALTY PLASTICS, INC.</STRONG></P>

<P><STRONG>	DEFLECTO CORPORATION</STRONG></P>

<P>	<STRONG>ALMA PRODUCTS I, INC.</STRONG></P>

<P><STRONG>	CHO-PAT, INC.</STRONG></P>

<P><STRONG>	ROLITE PLASTICS, INC.</STRONG></P>

<P><STRONG>	PROTECH HOLDINGS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF PENNSYLVANIA, INC.</STRONG></P>

<P><STRONG>	TELE-FLOW HOLDINGS, INC.</STRONG></P>

<P><STRONG>	TELE-FLOW, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF CHATTANOOGA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF VIRGINIA, INC.</STRONG></P>

<P><STRONG>	DAACO/DETROIT OF KENTUCKY, INC.</STRONG></P>

<P><STRONG>	JORDAN AUTO AFTERMARKET, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Gordon L. Nelson     </P>

<P>	  Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Peter Van der Horst         </P>

<P>	  Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Raymond A. Falkenberg       </P>

<P>	  Title: Raymond A. Falkenberg</P>

<P>	         Vice President, Manager</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Susan C. Knight             </P>

<P>	  Title: Susan C. Knight</P>

<P>	         Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Janet Taffe                 </P>

<P>	  Title: Janet Taffe</P>

<P>	         Asst. Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ John J. McCormick           </P>

<P>	  Title: John J. McCormick, III</P>

<P>	         Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Ro Toyoshima                </P>

<P>	  Title: Ro Toyoshima</P>

<P>	         Assistant Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Patricia Hogan              </P>

<P>	  Title: Patricia Hogan</P>

<P>	         Principal</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	EXHIBIT 10(Z)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING</P>

<P STYLE="text-align: CENTER">CREDIT AGREEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	This AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT, dated as of October 15, 1999 (this "Amendment") by and
among JII, Inc., a Delaware corporation (the "Borrower"), the
lending institutions (collectively, the "Banks") listed on
Schedule 1 to the Credit Agreement (as defined below), the
Guarantors listed on the signature page hereto (the "Guarantors")
and BankBoston, N.A., a national banking association, as agent
(the "Agent") for the Banks, amending certain provisions of the
Amended and Restated Revolving Credit Agreement, dated as of July
25, 1997, as amended by Amendment No. 1 to Amended and Restated
Revolving Credit Agreement and Amendment No. 1 to Security and
Pledge Agreement, dated as of February 11, 1998, and by Amendment
No. 2 to Amended and Restated Revolving Credit Agreement, dated
as of May 11, 1999, Amendment No. 3 to Amended and Restated
Revolving Credit Agreement, dated as of August 24, 1999 (as so
amended and as may be further amended and in effect from time to
time, the "Credit Agreement").  Capitalized terms which are used
herein without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the Credit
Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	WHEREAS, the Borrower, the Guarantors, the Banks and the
Agent have agreed to modify certain terms and conditions of the
Credit Agreement as specifically set forth in this Amendment;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the
Guarantors, the Banks and the Agent hereby agree as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>1.	Amendment to the Credit Agreement</STRONG>.</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>The definition of "Non-Wholly-Owned Guarantor(s)"
contained in 1.1</LI>
  </UL>
</UL>

<P>of the Credit Agreement is hereby amended by inserting immediately
after the words "JAAI or any of its wholly-owned subsidiaries"
which appear in such definition, the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"or Capita or any of its wholly-owned majority-owned
subsidiaries".</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>The definition of "Wholly-Owned Guarantor(s)" contained
in 1.1 of the</LI>
  </UL>
</UL>

<P>Credit Agreement is hereby amended by inserting immediately after
the phrase "JAAI and each of its wholly-owned subsidiaries," which
appear in such definition, the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"and Capita and each of its wholly-owned or majority-owned           subsidiaries."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Section 1.1 of the Credit Agreement is further amended
by inserting</LI>
  </UL>
</UL>

<P>the following definition in the appropriate alphabetical order:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"Capita.  Capita Technologies, Inc., a Delaware
corporation."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Section 9.1 of the Credit Agreement is hereby amended by
(i) deleting</LI>
  </UL>
</UL>

<P>the word "and" at the end of clause (u) of such section, (ii)
deleting the period at the end of clause (v) of such section and
substituting therefor the words ";and", (iii) inserting the
following new clause (w) after clause (v) of such section:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		"(w)   Indebtedness consisting of Capita's redemption or
other payment obligations in respect of Capita's
Cumulative Preferred Stock."</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>Schedules 7.19 and 9.11 to the Credit Agreement are
hereby amended by</LI>
  </UL>
</UL>

<P>deleting such Schedules 7.19 and 9.11 to the Credit Agreement in
their entirety and substituting therefor Schedules 7.19 and 9.11
respectively, attached to this Amendment.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.	Effectiveness</STRONG>.  The Amendment shall become effective
upon satisfaction</P>

<P>of each of the following conditions precedent:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.1	Delivery of Documents.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)  The Borrower, the Guarantors, the Banks and the
Agent shall have</P>

<P>	executed and delivered this document.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(b)  The Borrower and the Guarantors shall have executed
and delivered</P>

<P>	to the Agent an Addendum to Security and Pledge Agreement
(the "Pledge 	Addendum"), in
form and substance satisfactory to the Agent, pursuant which
Schedule A to the Security and Pledge Agreement, dated as of
July 25, 1997, among the Borrower, the Guarantors and the
Agent, shall be updated to reflect the Borrower's pledge of
all of the cumulative Preferred Stock of Capita (the "Capita
Stock") to the Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(c)  The Borrower shall have delivered to the Agent a
certificate </P>

<P>	(which certificate shall be accompanied by an irrevocable
stock power, duly endorsed in blank by the Borrower and
otherwise in form and substance satisfactory to the Agent)
representing the Capita Stock pledged to the Agent pursuant
to the Pledge Addendum.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(d)  The Borrower shall have delivered to the Agent
(i)Line Letter,</P>

<P>	dated as of October 15, 1999, from the Borrower to Capita,
(ii) Line Letter, dated as of October 15, 1999, from Capita
to Protech Holdings, Inc., and (iii) the Line Letter, dated
as of October 15, 1999, from Capita to GDI Holdings, Inc., in
each case together with appropriate transfer powers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(e)  Capita shall have executed and delivered to the
Agent a</P>

<P>	Subsidiary Guaranty (the "Capita Subsidiary Guaranty"), in
favor of the Banks and the Agent and substantially in the
form of Exhibit E to the Credit Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(f)  Capita shall have executed and delivered to the
Agent a Security</P>

<P>	and Pledge Agreement (the "Capita Security Agreement"),
substantially in the form of Exhibit D to the Credit
Agreement, together with all filings, recordings, instruments
and other documents (including, without limitation, UCC-1
financing statements) as the Agent shall reasonably request to
perfect and preserve the security interests granted therein.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(g)  Capita shall have executed and delivered a
completed Perfection</P>

<P>	Certificate (as defined in the Capita Security Agreement),
together with the results of UCC searches with respect to the
Collateral, indicating no liens other than Permitted Liens and
otherwise in form and substance satisfactory to the Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(h)  The Agent shall have received certificates of
insurance outlining</P>

<P>	all of the Borrower's and each Guarantor's, including Capita,
insurance coverage, including policy limits and deductibles.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(i)  Capita shall have delivered to the Agent (i) a
copy, certified</P>

<P>	by a duly authorized officer of Capita to be true and complete
on the date hereof, of each of (A) its charter or other
incorporation documents as in effect on such date of
certification, and (B) its by-laws as in effect on such date,
and (ii) an incumbency certificate, dated as of the date
hereof, signed by a duly authorized officer of Capita and
giving the name and bearing a specimen signature of each
individual who shall be authorized: (A) to sign, in the name
and to the benefit of Capita, the Loan Documents; and (B) to
give notices and to take other action on its behalf under the
Loan Documents.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(j)  The Borrower shall have delivered to the Agent an
opinion of (i)</P>

<P>	Mayer, Brown & Platt, special counsel to the Borrower and the
Guarantors, and (ii) Sonnenschein, Nath & Rosenthal, special
counsel to the Borrower and the Guarantors, addressed to the
Agent and the Banks and in form and substance satisfactory to
the Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>2.2</STRONG>	<STRONG>Proceedings and Documents.</STRONG>  All proceedings in
connection with the</P>

<P>	transactions contemplated by this Amendment and all documents
incident thereto shall be reasonably satisfactory in
substance and form to the Banks, the Agent and the Agent's
Special Counsel, and the Banks, the Agent and such counsel
shall have received all information and such counterpart
originals or certified or other copies of such documents as
the Agent may reasonably request.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>3.	Representations and Warranties.  </STRONG>The Borrower and each
of the</P>

<P>	Guarantors hereby represents and warrants to the Banks as
follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(a)  The execution and delivery by the Borrower or such
Guarantor,</P>

<P>	as the case may be, of this Amendment, the Pledge Addendum,
the Capita Guaranty, the Capita Security Agreement,  and all
other documents executed in connection therewith
(collectively, the "Amendment Documents"), and the
performance by the Borrower or such Guarantor of its
obligations and agreements under the Amendment Documents and
the Credit Agreement as amended hereby, are within the
corporate authority of the Borrower or such Guarantor, have
been duly authorized by all necessary corporate proceedings
on behalf of the Borrower or such Guarantor, and do not and
will not contravene any provision of law, statute, rule or
regulation to which the Borrower or such Guarantor is subject
or any of the Borrower's or such Guarantor's charter, other
incorporation papers, by-laws or any stock provision or any
amendment thereof or of any agreement or other instrument
binding upon the Borrower or such Guarantor in any material
respect.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(b)  The Amendment Documents and the Credit Agreement as
amended</P>

<P>	hereby constitute legal, valid and binding obligations of the
Borrower or such Guarantor, as the case may be, enforceable
in accordance with their respective terms, except as limited
by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting generally the enforcement
of creditors' rights.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(c)  No approval or consent of, or filing with, any
governmental</P>

<P>	agency or authority is required to make valid and legally
binding the execution, delivery or performance by the
Borrower or such Guarantor of the Amendment Documents or the
Credit Agreement as amended hereby, or the consummation by
the Borrower or such Guarantor of the transactions among the
parties contemplated hereby and thereby or referred to
herein.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(d)  The representations and warranties contained in 7
of the Credit</P>

<P>	Agreement were correct in all material respects at and as of
the date made.  Except to the extent that the facts upon
which such representations and warranties were based have
changed in the ordinary course of business or have changed as
a result of transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents (which changes,
either singly or in the aggregate, have not been materially
adverse) and to the extent that such representations and
warranties relate expressly to an earlier date and after
giving effect to the provisions hereof, such representations
and warranties also are correct at and as of the date hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(e)  The Borrower or such Guarantor has performed and
complied in all</P>

<P>	material respects with all terms and conditions herein
required to be performed or complied with by it prior to or
at the time hereof, and as of the date hereof, after giving
effect to the provisions hereof, there exists no Event of
Default or Default.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>4.	Affirmation and Acknowledgment of the Borrower and the
Guarantors</STRONG>.</P>

<P>(a)  The Borrower hereby ratifies and confirms all of its
Obligations to the Banks, including, without limitation, the
Loans, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Banks
the Loans and all other amounts due under the Credit Agreement as
amended hereby.  The Borrower hereby confirms that the Obligations
are and remain secured pursuant to the Security Documents and
pursuant to all other instruments and documents executed and
delivered by the Borrower as security for the Obligations.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)  Each of the Guarantors hereby acknowledges the
provisions of this Amendment and hereby reaffirms its absolute and
unconditional guaranty of the Borrower's payment and performance
of the obligations to the Banks as more fully described in the
Guaranty to which such Person is a party.  Each of the Guarantors
hereby confirms that its obligations under the Guaranty to which
it is a party are and remain secured pursuant to the Security
Documents to which it is a party.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		<STRONG>5.	Miscellaneous Provisions</STRONG>.  (a)  Except as otherwise
expressly</P>

<P>provided by this Amendment, all of the terms, conditions and
provisions of the  Credit Agreement shall remain the same.  It is
declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and
effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)   <STRONG>THIS AMENDMENT AGREEMENT SHALL BE A CONTRACT UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS
OF SAID COMMONWEALTH, WITHOUT REFERENCE TO CONFLICTS OF LAW, AND
IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)  This Amendment may be executed in any number of
counterparts, but all  such counterparts shall together constitute
but one instrument.  In making proof of this Amendment it shall
not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which
enforcement hereof is sought.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><EM>(remainder of page intentionally left blank)</EM></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>IN WITNESS WHEREOF, </STRONG>the parties hereto have executed this
Amendment Agreement as an instrument under seal to be effective
as of the date first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BORROWER:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>JII, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Gordon L. Nelson         </P>

<P>	   Title: Gordon L. Nelson</P>

<P>	          Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE GUARANTORS</EM>:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>THE OLD IMPERIAL ELECTRIC COMPANY</STRONG></P>

<P><STRONG>	THE OLD SCOTT MOTORS COMPANY</STRONG></P>

<P><STRONG>	OLD GEAR RESEARCH, INC.</STRONG></P>

<P><STRONG>	DACCO, INCORPORATED</STRONG></P>

<P><STRONG>	DETROIT TRANSMISSION PRODUCTS CO.</STRONG></P>

<P><STRONG>	BORG MANUFACTURING</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF OHIO, INC.</STRONG></P>

<P><STRONG>	ABC TRANSMISSION PARTS WAREHOUSE, INC.</STRONG></P>

<P><STRONG>	NASHVILLE TRANSMISSION PARTS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF FLORIDA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MINNESOTA, INC.</STRONG></P>

<P>	<STRONG>DACCO/DETROIT OF COLORADO, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF INDIANA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MISSOURI, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF ARIZONA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MEMPHIS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NEBRASKA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF ALABAMA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NEW JERSEY, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF MICHIGAN, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF NORTH CAROLINA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF OKLAHOMA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF TEXAS, INC.</STRONG></P>

<P>	<STRONG>DACCO/DETROIT OF SOUTH CAROLINA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF WEST VIRGINIA, INC.</STRONG></P>

<P><STRONG>	DACCO INTERNATIONAL, INC.</STRONG></P>

<P><STRONG>	RIVERSIDE BOOK AND BIBLE HOUSE,</STRONG></P>

<P><STRONG>	  INCORPORATED</STRONG></P>

<P><STRONG>	WORLD BIBLE PUBLISHERS, INC.</STRONG></P>

<P><STRONG>	BEEMAK PLASTICS, INC.</STRONG></P>

<P><STRONG>	JII/SALES PROMOTION ASSOCIATES, INC.</STRONG></P>

<P><STRONG>	CAPE CRAFTSMEN, INC.</STRONG></P>

<P><STRONG>	OLD CAMBRIDGE PRODUCTS CORPORATION</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>(f/k/a Cambridge Products Corporation)</STRONG></P>

<P><STRONG>	OLD DURA-LINE CORPORATION</STRONG></P>

<P><STRONG>	(f/k/a Dura-Line Corporation)</STRONG></P>

<P><STRONG>	OLD JOHNSON COMPONENTS, INC.</STRONG></P>

<P><STRONG>	(f/k/a Johnson Components, Inc.)</STRONG></P>

<P><STRONG>	OLD VIEWSONICS, INC.</STRONG></P>

<P><STRONG>	(f/k/a Viewsonics, Inc.)</STRONG></P>

<P><STRONG>	SATE-LITE MANUFACTURING COMPANY</STRONG></P>

<P><STRONG>	PARSONS PRECISION PRODUCTS, INC.</STRONG></P>

<P><STRONG>	SPL HOLDINGS, INC.</STRONG></P>

<P><STRONG>	VALMARK INDUSTRIES, INC.</STRONG></P>

<P><STRONG>	SALES PROMOTION ASSOCIATES, INC.</STRONG></P>

<P><STRONG>	SEABOARD FOLDING BOX CORPORATION</STRONG></P>

<P><STRONG>	PAMCO PRINTED TAPE & LABEL CO., INC.</STRONG></P>

<P><STRONG>	JORDAN SPECIALTY PLASTICS, INC.</STRONG></P>

<P><STRONG>	DEFLECTOR CORPORATION</STRONG></P>

<P>	<STRONG>ALMA PRODUCTS I, INC.</STRONG></P>

<P><STRONG>	CHO-PAT, INC.</STRONG></P>

<P><STRONG>	ROLITE PLASTICS, INC.</STRONG></P>

<P><STRONG>	PROTECH HOLDINGS, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF PENNSYLVANIA, INC.</STRONG></P>

<P><STRONG>	TELE-FLOW HOLDINGS, INC.</STRONG></P>

<P><STRONG>	TELE-FLOW, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF CHATTANOOGA, INC.</STRONG></P>

<P><STRONG>	DACCO/DETROIT OF VIRGINIA, INC.</STRONG></P>

<P><STRONG>	DAACO/DETROIT OF KENTUCKY, INC.</STRONG></P>

<P><STRONG>	JORDAN AUTO AFTERMARKET, INC.</STRONG></P>

<P><STRONG>	GDI HOLDINGS, INC.</STRONG></P>

<P><STRONG>	CAPITA TECHNOLOGIES, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Gordon L. Nelson     </P>

<P>	  Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Peter Van der Horst         </P>

<P>	  Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Raymond A. Falkenberg       </P>

<P>	  Title: Raymond A. Falkenberg</P>

<P>	         Vice President, Manager</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Susan C. Knight             </P>

<P>	  Title: Susan C. Knight</P>

<P>	         Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Annie Glynn                </P>

<P>	  Title: Annie Glynn</P>

<P>	         Senior Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<EM>THE BANKS:</EM></P>

<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKBOSTON, N.A., </STRONG>individually and as Agent</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>CREDIT AGRICOLE INDOSUEZ</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANK OF SCOTLAND</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>	PARIBAS</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ John J. McCormick           </P>

<P>	  Title: John J. McCormick, III</P>

<P>	         Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By: /s/ Ro Toyoshima                </P>

<P>	  Title: Ro Toyoshima</P>

<P>	         Assistant Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	<STRONG>BANKERS TRUST COMPANY</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	By:                                 </P>

<P>	  Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	EXHIBIT 12.1</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><STRONG>JORDAN INDUSTRIES, INC.</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>COMPUTATIONS OF THE RATIOS OF EARNINGS TO FIXED CHARGES</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>(dollars in thousands)</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	    Year Ended December 31,
</P>

<P>	  1999  	  1998  	  1997  </P>

<BR WP="BR1"><BR WP="BR2">
<P>Fixed Charges</P>

<P>	Interest expense	$82,543 	$66,589 	$63,747 </P>

<P>	Rental expense included in fixed</P>

<P>	 charges	 4,443 	  2,752 	 1,767 </P>

<P>	     Total Fixed charges	86,986 	69,341 	65,514 </P>

<BR WP="BR1"><BR WP="BR2">
<P>Earnings</P>

<P>	Pre-tax income	(9,294)	(10,912)	(7,382)</P>

<P>	Plus: fixed charges	86,986 	 69,341 	65,514 </P>

<P>	     Total Earnings	77,692 	 58,429 	58,132 </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Deficiency	$(9,294)	$(10,912)	$(7,382)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>As of March 15, 2000

<P>                 <STRONG>SUBSIDIARIES OF JORDAN
INDUSTRIES, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Subsidiaries</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>The Old Imperial Electric Company</P>

<P>(inactive)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Old Scott Motors Company<SUP> (1)</SUP></P>

<P>(inactive)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Old Gear Research, Inc.<SUP>(1)</SUP></P>

<P>(inactive)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sate-Lite Manufacturing Company <SUP>(2)</SUP></P>

<P>6220-30 Gross Point Road</P>

<P>Niles, Illinois 60648</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO, Incorporated <SUP>(3)</SUP></P>

<P>741 Dacco Drive</P>

<P>P.O. Box 2789</P>

<P>Cookeville, Tennessee 38502-2789</P>

<BR WP="BR1"><BR WP="BR2">
<P>Detroit Transmission Products Co. <SUP>(4)</SUP></P>

<P>2622 North Wigwam</P>

<P>Stockton, California 95205</P>

<BR WP="BR1"><BR WP="BR2">
<P>Borg Manufacturing <SUP>(4)</SUP></P>

<P>12150 Sixth Street at Hyssop</P>

<P>Rancho Cucamonga, California 91730</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Ohio, Inc. <SUP>(4)</SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Exhibit 21</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Ohio</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Ohio</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Ohio</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">California</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">California</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Ohio</TD></TR>
<TR VALIGN="TOP"><TD></P>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Florida, Inc. <SUP>(4)</SUP></P>

<P>3611 W. Chestnut, St.</P>

<P>Tampa, Florida 33607</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Florida, Inc. <SUP>(4)</SUP></P>

<P>3697 N.W. 15<SUP>th</SUP> Street</P>

<P>Lauderhill, Florida 33311</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Florida, Inc. <SUP>(4)</SUP></P>

<P>613 Triumph Court, Bay 6</P>

<P>Orlando, Florida 32805</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Florida, Inc. <SUP>(4)</SUP></P>

<P>6264-A North "W" Street</P>

<P>Pensacola, Florida 32505</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Florida, Inc. <SUP>(4)</SUP></P>

<P>1822 Wabasso Drive</P>

<P>West Palm Beach, Florida 33409</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Minnesota, Inc. <SUP>(4)</SUP></P>

<P>817 Vandalia Street, Unit 2A</P>

<P>St. Paul, Minnesota 55114</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Colorado, Inc. <SUP>(4)</SUP></P>

<P>(inactive)</P>

<P>1329 West Byers, Unit A</P>

<P>Denver, Colorado 80228</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Indiana, Inc. <SUP>(4)</SUP></P>

<P>4839 East 23<SUP>rd</SUP> Street</P>

<P>Indianapolis, Indiana 46218</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Missouri, Inc. <SUP>(4)</SUP></P>

<P>3115 Locust Street</P>

<P>St. Louis, Missouri 63103</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of North Carolina, Inc. <SUP>(4)</SUP></P>

<P>(inactive)</P>

<P>741 DACCO Drive</P>

<P>P.O. Box 2789</P>

<P>Cookeville, Tennessee 38502<SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP><SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Florida</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Florida</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Florida</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Florida</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Florida</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Minnesota</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Colorado</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Indiana</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Missouri</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">North
Carolina</P>
</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Alabama, Inc. <SUP>(4)</SUP></P>

<P>2650 Government Blvd.</P>

<P>Mobile, Alabama 36606</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of New Jersey, Inc. <SUP>(4)</SUP></P>

<P>(inactive)</P>

<P>2309 Haddonfield Road</P>

<P>Pennsauken, New Jersey 08110</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Michigan, Inc. <SUP>(4)</SUP></P>

<P>27513 Schoolcraft Road</P>

<P>Livonia, Michigan 48150</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Michigan, Inc. <SUP>(4)</SUP></P>

<P>3514 South Saginaw Street</P>

<P>Flint, Michigan 48503</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Arizona, Inc. <SUP>(4)</SUP></P>

<P>2301 North 35<SUP>th</SUP> Avenue</P>

<P>Phoenix, Arizona 85009</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Arizona, Inc. <SUP>(4)</SUP></P>

<P>145 West Juanity, Suite 4</P>

<P>Mesa, Arizona 85210</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Oklahoma, Inc. <SUP>(4)</SUP></P>

<P>2500 West Lindley</P>

<P>Oklahoma City, Oklahoma 73107</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Texas, Inc. <SUP>(4)</SUP></P>

<P>2504 Weaver Street</P>

<P>Haltom City, Texas 76117</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Texas, Inc. <SUP>(4)</SUP></P>

<P>2636 Farrington Street</P>

<P>Dallas, Texas 75207</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of South Carolina, Inc. <SUP>(4)</SUP></P>

<P>3517 White Horse Road</P>

<P>Greenville, South Carolina 29611</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of West Virginia, Inc. <SUP>(4)</SUP><SUP></SUP><SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Alabama</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">New Jersey</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Michigan</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Michigan</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Arizona</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Arizona</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Oklahoma</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Texas</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Texas</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">South
Carolina</P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Virginia, Inc. <SUP>(4)</SUP></P>

<P>1395 Air Rail Avenue</P>

<P>Virginia Beach, Virginia 23455</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Virginia, Inc. <SUP>(4)</SUP></P>

<P>4399-H Henninger Court</P>

<P>Chantilly, Virginia 20151</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Kentucky, Inc. <SUP>(4)</SUP></P>

<P>3899 Produce Road, Unit 118</P>

<P>Louisville, Kentucky 40218</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Georgia, Inc. <SUP>(4)</SUP></P>

<P>3810 Lake Street</P>

<P>Macon, Georgia 31204</P>

<BR WP="BR1"><BR WP="BR2">
<P>DACCO/Detroit of Nevada, Inc. <SUP>(4)</SUP></P>

<P>4620 Mitchell St., Suite H</P>

<P>North Las Vegas, Nevada 89031</P>

<BR WP="BR1"><BR WP="BR2">
<P>Riverside Book and Bible House, Inc.</P>

<P>1500 Riverside Drive</P>

<P>P.O. Box 370</P>

<P>Iowa Falls, Iowa 50126</P>

<BR WP="BR1"><BR WP="BR2">
<P>World Bible Publishers, Inc. <SUP>(5)</SUP></P>

<P>1500 Riverside</P>

<P>P.O. Box 370</P>

<P>Iowa Falls, Iowa 50126</P>

<BR WP="BR1"><BR WP="BR2">
<P>JI Properties, Inc.</P>

<P>9 W. 57<SUP>th</SUP> Street, 40<SUP>th</SUP> Floor</P>

<P>New York, New York 10019</P>

<BR WP="BR1"><BR WP="BR2">
<P>Welcome Home, Inc. <SUP>(6)</SUP></P>

<P>309-D Raleigh Street</P>

<P>Wilmington, North Carolina 28412</P>

<BR WP="BR1"><BR WP="BR2">
<P>JII/Sales Promotion Associates, Inc.</P>

<P>(inactive)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road<SUP></SUP><SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Virginia</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Virginia</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Kentucky</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Georgia</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Nevada</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>
</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>Sales Promotion Associates, Inc. <SUP>(9)</SUP></P>

<P>545 Walnut Street</P>

<P>Coshocton, Ohio 43812</P>

<BR WP="BR1"><BR WP="BR2">
<P>Seaboard Folding Box Corporation <SUP>(9)</SUP></P>

<P>35 Daniels Street</P>

<P>Fitchburg, Massachusetts 01420</P>

<BR WP="BR1"><BR WP="BR2">
<P>Pamco Printed Tape & Label Co., Inc. <SUP>(10)</SUP></P>

<P>2200 South Wolf Road</P>

<P>Des Plaines, Illinois 60018</P>

<BR WP="BR1"><BR WP="BR2">
<P>JI Finance Company</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Cape Craftsmen, Inc.</P>

<P>210A Old Dairy Road</P>

<P>Wilmington, North Carolina 28405</P>

<BR WP="BR1"><BR WP="BR2">
<P>Old Viewsonics, Inc.</P>

<P>(f/k/a Viewsonics, Inc.)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Old Dura-Line Corporation</P>

<P>(f/k/a Dura-Line Corporation)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Old Cambridge Products Corporation</P>

<P>(f/k/a Cambridge Products Corporation)</P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Old Johnson Components, Inc.</P>

<P>(f/k/a Johnson Components, Inc.)</P>

<P>ArborLake Centre, Suite 550<SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</TD></TR>
<TR VALIGN="TOP"><TD></P>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>Beemak Plastics, Inc. <SUP>(12)</SUP></P>

<P>16639 S. Gramercy Place</P>

<P>Gardena, California 90247</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deflecto Corporation <SUP>(12)</SUP></P>

<P>7035 East 86<SUP>th</SUP> Street</P>

<P>Indianapolis, IN 46250</P>

<BR WP="BR1"><BR WP="BR2">
<P>Deflecto Canada, Ltd. <SUP>(13)</SUP></P>

<P>2700-401 Bay Street</P>

<P>Toronto, Ontario M5H 2Y4</P>

<BR WP="BR1"><BR WP="BR2">
<P>Rolite Plastics, Inc. <SUP>(12)</SUP></P>

<P>6 Gundy Drive</P>

<P>Midvale, Ohio 44653</P>

<BR WP="BR1"><BR WP="BR2">
<P>Tele-Flow Holdings, Inc. <SUP>(13)</SUP></P>

<P>ArborLake Centre</P>

<P>1751 Lake Cook Road, Suite 550</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Tele-Flow, Inc. <SUP>(14)</SUP></P>

<P>8101 Fite Road</P>

<P>Pearland, Texas 77584</P>

<BR WP="BR1"><BR WP="BR2">
<P>YT Holdings, Inc. <SUP>(12)</SUP></P>

<P>ArborLake Centre</P>

<P>1751 Lake Cook Road, Suite 550</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Yearntree Limited <SUP>(13)</SUP></P>

<P>Units 1-5 Queensway</P>

<P>Meadows Industrial Estate</P>

<P>Newport</P>

<P>Wales NP19 4SP</P>

<BR WP="BR1"><BR WP="BR2">
<P>Jordan Auto Aftermarket, Inc.</P>

<P>ArborLake Centre</P>

<P>1751 Lake Cook Road, Suite 550</P>

<P>Deerfield, Illinois 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Alma Products I, Inc. <SUP>(3)</SUP><SUP></SUP></TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Canada</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Texas</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">United
Kingdom</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2"></TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2">Subsidiaries

<BR WP="BR1"><BR WP="BR2">
<P>GDI Holdings, Inc. <SUP>(17)</SUP></P>

<P>3737 Birch Street</P>

<P>Newport Beach, California 92660</P>

<BR WP="BR1"><BR WP="BR2">
<P>Online Environs Inc.</P>

<P>201 Broadway, 7<SUP>th</SUP> Floor</P>

<P>Cambridge, MA 02139</P>
</TD>
<TD>
<P STYLE="text-align: CENTER">Jurisdiction</P>

<P STYLE="text-align: CENTER">of
Incorporation</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>
</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR></TABLE>

<P>Material Assets</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Parent owns all of the outstanding Senior Cumulative
Preferred Stock issued by Motors & Gears Holdings, Inc.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Footnotes</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>A wholly-owned subsidiary of The Old Imperial Electric
Company.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>Sate-Lite's common stock is 98.6% owned by Jordan Specialty
Plastics, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Jordan Auto Aftermarket, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of DACCO, Incorporated.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Riverside Book and Bible
House, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A 66% owned subsidiary of Jordan Industries.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Welcome Home, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>83.3% owned subsidiary of JII, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of SPL Holdings, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>An
80%
owned
subsidiary
of
SPL
Holdings,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>JII,
Inc.
owns
95%
of
the
voting
rights,
95%
of
the
economic
rights
and
participates
in
95%
of
the
cumulative
net
income
or
net
loss
of
Jordan
Specialty
Plastics,
Inc.

The
common
shares
of
Jordan
Specialty
Plastics,
Inc.
are
owned
by
shareholders
of
Jordan
Industries,
Inc.
and
certain
other
persons.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly-owned
subsidiary
of
Jordan
Specialty
Plastics,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly
owned
subsidiary
of
Deflecto
Corporation.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly-owned
subsidiary
of
Tele-Flow
Holdings,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly-owned
subsidiary
of
YT
Holdings,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly-owned
subsidiary
of
Capita
Technologies,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>An
80%
owned
subsidiary
of
Capita
Technologies,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A
wholly-owned
subsidiary
of
Protech
Holdings,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI></LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>                       <STRONG>MOTORS AND GEARS HOLDINGS,
INC.</STRONG>

<BR WP="BR1"><BR WP="BR2">
<P>                                <STRONG>SUBSIDIARIES</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Subsidiaries</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears, Inc. <SUP>(1)</SUP></P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, IL 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears Industries, Inc. <SUP>(2)</SUP></P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, IL 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Merkle-Korff Industries, Inc. <SUP>(3)</SUP></P>

<P>1776 Winthrop Drive</P>

<P>Des Plaines, IL 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Merkle-Korff de Mexico S.A. de C.V. <SUP>(4)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>The Imperial Electric Company <SUP>(3)</SUP></P>

<P>1533 Commerce Drive</P>

<P>Stow, Ohio 44224</P>

<BR WP="BR1"><BR WP="BR2">
<P>Gear Research, Inc. <SUP>(5)</SUP></P>

<P>4329 Eastern Avenue, S.E.</P>

<P>Grand Rapids, Michigan 49508</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motion Holdings, Inc. <SUP>(3)</SUP></P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, IL 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motion Control Engineering, Inc. <SUP>(6)</SUP></P>

<P>11354 White Rock Road</P>

<P>Rancho Cordova, CA 95742</P>

<BR WP="BR1"><BR WP="BR2">
<P>Electrical Design and Control Company <SUP>(3)</SUP></P>

<P>2350 Meijer Drive</P>

<P>Troy, Michigan 48084</P>
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER"><SUP></SUP><SUP></SUP><SUP></SUP><STRONG></STRONG><STRONG>Jurisdiction
of</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>Incorporation</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Illinois</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Mexico</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">California</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Delaware</P>

<BR WP="BR1"><BR WP="BR2"></TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><STRONG>Subsidiaries</STRONG>

<BR WP="BR1"><BR WP="BR2">
<P>Sermed S.A.R.L. <SUP>(9)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>R&A Machine Tool Corporation <SUP>(10)</SUP></P>

<P>Box 370-A, Steadman Road</P>

<P>Lee Center, NY 13363</P>

<BR WP="BR1"><BR WP="BR2">
<P>Advanced D.C. Motors GmbH <SUP>(11)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>FIR Group Holdings, Inc. <SUP>(3)</SUP></P>

<P>ArborLake Centre, Suite 550</P>

<P>1751 Lake Cook Road</P>

<P>Deerfield, IL 60015</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears Amsterdam B.V. <SUP>(12)</SUP></P>

<P>Atrium Building, 7<SUP>th</SUP> Floor</P>

<P>Strawinskylaan 31015</P>

<P>1077 ZK Amsterdam</P>

<BR WP="BR1"><BR WP="BR2">
<P>Motors and Gears Rotterdam B.V. <SUP>(13)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>FIR Group Holdings, Italia, S.r.l. <SUP>(14)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>Construgioni Italiane Motori Elettrici, S.p.A. <SUP>(15)</SUP></P>

<P>43040 Viazzano di Varano De'Melegari (Parma)
Italia</P>

<BR WP="BR1"><BR WP="BR2">
<P>SelinSistemi, S.p.A. <SUP>(16)</SUP></P>

<P>Via Chiaravagna, 28</P>

<P>16153 Genova-Sestri P</P>

<BR WP="BR1"><BR WP="BR2">
<P>FIR Electromeccanica, S.p.A. <SUP>(17)</SUP></P>

<P>Via Roma n. 19</P>

<P>26041 Casalmaggiore CR</P>

<BR WP="BR1"><BR WP="BR2">
<P>T.E.A. Technologie Electromeccaniche ed
Automazione, S.r.l. <SUP>(18)</SUP></P>

<BR WP="BR1"><BR WP="BR2">
<P>Beta (we have no information)</P>
</TD>
<TD>
<P STYLE="text-align: CENTER"><STRONG>Jurisdiction
of</STRONG></P>

<P STYLE="text-align: CENTER"><STRONG>Incorporation</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">France</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">New York</P>

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<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Germany</P>

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<P STYLE="text-align: CENTER">Delaware</P>

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<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">The
Netherlands</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">The
Netherlands</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Italy</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Italy</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Italy</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Italy</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">Italy</P>
</TD></TR></TABLE>

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<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Footnotes</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI>A wholly-owned subsidiary of Motors and Gears Holdings,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Motors and Gears, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Motors and Gears Industries,
Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>Merkle-Korff Industries, Inc. owns 99.99% of the capital
stock of the corporation and Motors and Gears, Inc. owns
the remaining capital stock of the corporation.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of The Imperial Electric
Company.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Motion Holdings, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of Advanced D.C. Holdings, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A 50% owned subsidiary of Advanced D.C. Motors, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A 99% owned subsidiary of Advanced D.C. Motors, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A 20% owned subsidiary of Advanced D.C. Motors, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A 90% owned subsidiary of Advanced D.C. Motors, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>A wholly-owned subsidiary of FIR Group Holdings, Inc.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI><STRONG>Local counsel has shareholder information.  We do not
maintain corporate records.</STRONG></LI>

<BR WP="BR1"><BR WP="BR2">  <LI><STRONG>Local counsel has shareholder information.  We do not
maintain corporate records.</STRONG></LI>

<BR WP="BR1"><BR WP="BR2">  <LI><STRONG>Local counsel has shareholder information.  We do not
maintain corporate records.</STRONG></LI>

<BR WP="BR1"><BR WP="BR2">  <LI><STRONG>Local counsel has shareholder information.  We do not
maintain corporate records.</STRONG></LI>

<BR WP="BR1"><BR WP="BR2">  <LI><STRONG>Local counsel has shareholder information.  We do not
maintain corporate records.</STRONG></LI>
</UL>

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