SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549



                          FORM 10-K

        ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

For  fiscal  year  ended December 31,  1998   Commission  File Number 33-24317

                    JORDAN INDUSTRIES, INC.
       (Exact name of registrant as specified in charter)

        Illinois                                      36-3598114
(State   or   other  jurisdiction  of              (I.R.S. Employer
incorporation  or organization)                    Identification No.)

ArborLake Center, Suite 550                            60015
   1751 Lake Cook Road                               (Zip Code)
   Deerfield, Illinois
(Address of Principal Executive Offices)

      Registrant's telephone number, including Area Code:
                         (847) 945-5591

  Securities registered pursuant to Section 12(b) of the Act:

                                         Name of Each Exchange
 Title  of  Each  Class                  on Which Registered
         None                                    N/A

  Securities registered pursuant to Section 12(g) of the Act:

                              None

     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.

                      Yes X      No

     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 currently no public market for
such shares.

     The  number  of  shares outstanding of  Registrant's  Common
Stock as of  March 31, 1999: 98,501.0004.
<PAGE>

                             PART I

Item 1.  BUSINESS

Jordan  Industries, Inc. (the ACompany@) 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  30  businesses
which  are  divided  into  five  strategic  business  units:  (i)
Specialty  Printing  and Labeling, (ii) Consumer  and  Industrial
Products,  (iii) Jordan Specialty Plastics (iv) Motors and  Gears
and  (v)  Jordan Telecommunication Products.  As of  January  21,
1997,  Welcome  Home is no longer consolidated in  the  Company's
results  of operations. (See note 3 to the financial statements.)
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.

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 complementary acquisitions, which resulted in the formation of
Motors  and  Gears,  Inc.,  a leading  domestic  manufacturer  of
electric  motors, gears, and motion control systems.   Similarly,
the Company acquired Dura-Line in 1985, and expanded its presence
in  the  telecommunications industry through eleven complementary
acquisitions.   The  organization of these  companies  as  Jordan
Telecommunication Products created a leading global  supplier  of
products and equipment serving the telecommunications industry.

Through  the  implementation of this strategy,  the  Company  has
demonstrated significant and consistent growth in net sales.  The
Company  generated combined net sales of $943.6 million  for  the
year  ended  December 31, 1998 as compared to $358.6 million  for
the  year ended December 31, 1993, representing a compound annual
growth rate of 21.3%.

The  following  chart  depicts the operating  subsidiaries  which
comprise  the  Company=s five strategic business units,  together
with the net sales for each of the five groups for the year ended
December 31, 1998.

<PAGE>



                    JORDAN INDUSTRIES, INC.
                  $943.6 Million of Net Sales



SPECIALTY   PRINTING   AND  LABELING           -Sales Promotion Associates
$120.2 Million of Net Sales                    -Pamco
                                               -Valmark
                                               -Seaboard


CONSUMER AND INDUSTRIAL PRODUCTS               -DACCO
$166.0 Million of Net Sales                    -Cape Craftsmen
                                               -Riverside
                                               -Parsons
                                               -Cho-Pat
                                               -Dura-Line Retube

JORDAN SPECIALTY PLASTICS                      -Sate-Lite
$71.6 Million of Net Sales                     -Beemak
                                               -Deflecto
                                               -Rolite

JORDAN TELECOMMUNICATION PRODUCTS(1)           -Dura-Line
$310.0  Million  of Net Sales                  -Electronic Connectors
                                                and Components
                                               -Viewsonics
                                               -Bond
                                               -Northern
                                               -LoDan
                                               -Engineered Endeavors
                                               -Telephone Services, Inc.
                                               -K&S Sheet Metal

MOTORS AND GEARS(1)                            -Imperial
$275.8 Million of Net Sales                    -Gear
                                               -Merkle-Korff
                                               -FIR
                                               -Electrical Design & Control
                                               -Motion Control Engineering
                                               -Advanced D.C. Motors

WELCOME HOME(2)                                -Welcome Home



(1)  The   subsidiaries   comprising   Jordan   Telecommunication
     Products   and   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 JTP Junior  Preferred
     Stock and M&G Junior Preferred Stock.  See footnote 5 to the
     financial statements.
(2)  Welcome Home was deconsolidated as of January 21, 1997,  the
     date  of  its  Chapter 11 bankruptcy filing.  There  are  no
     sales  included in the 1998 consolidation related to Welcome
     Home.  See footnote 3 to the financial statements.
<PAGE>


The  Company=s  operations were conducted through  the  following
business units as of December 31, 1998:

Specialty Printing and Labeling

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,  1998,  the Specialty Printing and  Labeling  group
generated  net  sales of $120.2 million.  Each of  the  Specialty
Printing and Labeling subsidiaries is discussed below:

SPAI.  The Company=s former subsidiaries, The Thos. D. Murphy Co.
(AMurphy@),  which  was  founded in 1889, and  Shaw-Barton,  Inc.
(AShaw-Barton@),  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. (ASPAI@).   SPAI  is  a
producer and distributor of calendars for corporate buyers and is
a  distributor of corporate recognition, promotion and  specialty
advertising products.

SPAI=s   net   sales   for  fiscal  1998  were   $62.2   million.
Approximately  60%  of SPAI=s 1998 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 30% of SPAI=s 1998 net sales
were  derived  from  the  sale 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.   SPAI  also  manufactures  and   distributes
softcover school yearbooks for kindergarten through eighth grade.

SPAI  assembles and finishes calendars that are printed both  in-
house as well as by a number of outside printers.  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   2,000
suppliers.  Calendars and specialty advertising products are sold
through  a  850-person sales force, most of whom are  independent
contractors.

Management  believes  that SPAI has one of the  largest  domestic
sales forces in the industry.  With this large sales force and  a
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.

Valmark.  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  (AOEM@)  market.   Valmark=s   products
include  adhesive-backed  labels,  graphic  panel  overlays   and
membrane  switches,  and  radio  frequency  interference  (ARFI@)
shielding devices.  Approximately 33% of Valmark=s 1998 net sales
of  $17.2 million were derived from the sale of membrane switches
and graphic panel overlays, 64% from labels and 3% from shielding
devices.

The  specialty  screen 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.

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.

Valmark  is able to provide OEMs 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.

Pamco.   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
codes and address labels, to seven-color, varnish-finished labels
for products such as video games and food packaging.  One hundred
percent of Pamco=s products are made to customers= specifications
and approximately 90% of all sales were manufactured in-house  in
1998.   The  remaining  10% of net sales were  purchased  printed
products and included business cards and stationary.

Pamco=s  products  are  marketed by  a  team  of  eighteen  sales
representatives  who focus on procuring new  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 20% of 1998  net  sales  of  $16.5
million.

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.

Seaboard.   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.

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 37% of Seaboard=s 1998  net
sales  of $24.3 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.

Seaboard=s  markets are very competitive in terms of  price  and,
accordingly, Seaboard=s advantage over its competitors is derived
from its high quality product and excellent service.

Consumer and Industrial Products

Consumer  and  Industrial Products serves many product  segments.
It is the leading supplier of remanufactured torque converters to
the automotive aftermarket parts industry.  In addition, Consumer
and  Industrial Products manufactures and markets reflectors  for
bicycles; publishes and markets Bibles, religious books and audio
materials;  manufactures hot-formed titanium  materials  for  the
aerospace  and  other industries; 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
and services for an average of over 40 years.  For the year ended
December   31,   1998,  the  Consumer  and  Industrial   Products
subsidiaries  generated  combined net sales  of  $166.0  million.
Each  of  the  Consumer and Industrial Products  subsidiaries  is
discussed below:

DACCO.   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.

Approximately  75% of DACCO=s products are classified  as  Ahard@
products,  which  primarily  consist  of  torque  converters  and
hydraulic  pumps  that  have been rebuilt  or  remanufactured  by
DACCO.   The  torque converter, which replaces  a  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.

DACCO=s  primary  supply  of  used  torque  converters   is   its
customers.   As  a  part of each sale, DACCO  recovers  the  used
torque  converter which is being replaced with its remanufactured
converter.   DACCO  also  purchases used torque  converters  from
automobile salvage companies.  Other hard parts, such  as  clutch
plates and fly wheels, are purchased from outside suppliers.

Approximately  25% of DACCO=s products are classified  as  Asoft@
products,  such as sealing rings, bearings, washers, filter  kits
and  rubber  components.  Approximately 11,000 soft products  are
purchased  from a number of vendors and are re-sold  in  a  broad
variety of packages, configurations and kits.

DACCO=s  customers are automotive transmission parts distributors
and  transmission repair shops and mechanics.   DACCO  has  fifty
independent sales representatives who accounted for approximately
57%  of DACCO=s net sales of $65.4 million in 1998.  These  sales
representatives   sell   nationwide  to   independent   warehouse
distributors and to transmission repair shops.  DACCO  also  owns
and operates thirty-five distribution centers which sell directly
to  transmission shops.  DACCO distribution centers average 4,000
square  feet,  cover  a 50 to 100-mile selling  radius  and  sell
approximately 41% hard products and 59% soft products. In 1998 no
single customer accounted for more than 2% of DACCO=s net sales.

The  domestic market for DACCO=s hard products is fragmented  and
DACCO=s  competitors  primarily consist  of  a  number  of  small
regional  and local rebuilders. DACCO believes that  it  competes
strongly  against these rebuilders 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.

Riverside.   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  75% of Riverside=s business consists  of  products
published by other companies.  Riverside sells world-wide to more
than  12,000 wholesale, religious and trade book store customers,
utilizing  an  in-house  telemarketing system,  four  independent
sales   representative  groups  and  printed  sales  media.    In
addition,  Riverside  sells a small percentage  of  its  products
through  direct mail and to retail customers.  No single customer
accounted for more than 5% of Riverside=s 1998 net sales of $58.6
million.

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  line  and  customer
service.

Parsons.   Parsons  is  a  diversified  supplier  of  hot  formed
titanium   parts,   precision  machined  parts   and   fabricated
components for the U.S. aerospace industry.  Parsons was  founded
in  1959 and acquired by the Company in 1988.  Approximately  70%
of  Parsons= 1998 net sales of $13.1 million came from  sales  to
The   Boeing   Company.   Parsons  employs  precision  machining,
welding/fabrication   and  sheet  metal  forming   processes   to
manufacture  its  products at its facilities in Parsons,  Kansas.
Parsons   continues  to  invest  in  its  titanium  hot   forming
operation, which permits Parsons to participate in the  aerospace
market for precision titanium components.

Parsons  uses  metals, including stainless  steel,  aluminum  and
titanium, to fabricate its products.  These materials are  either
supplied  by  Parsons= customers or obtained  from  a  number  of
outside sources.

Parsons  sells its products directly to a broad base of aerospace
and  military customers, relying on longstanding associations and
Parsons= reputation for high quality products and service.

Cape Craftsmen.  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 salesperson and forty independent sales representatives.
Approximately 64% of Cape Craftsmen=s net sales of $22.5  million
in  1998  were  to  Welcome  Home, an  affiliated  entity.   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.

Cho-Pat.  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  nine  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 tendenitis 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 products distributors, and independent  retail
drug  and sporting goods stores.  Cho-Pat had net sales  of  $1.5
million in 1998.

Dura-Line  Retube  ("Retube").  Retube, which was  founded  as  a
product  line  of  the JTP subsidiary Dura-Line  in  1989,  is  a
leading  designer,  developer, manufacturer  and  distributor  of
cross-linked polyethylene piping.  Retube products are used in  a
variety  of industries including plumbing, manufactured  housing,
retail  and radiant heating.  Retube was reclassified to Consumer
and  Industrial Products in 1997 and had 1998 net sales  of  $4.9
million.

Jordan Specialty Plastics

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-BinsTM"), (3) plastic
injection-molded  hardware  and  office  supply   products,   (4)
extruded  vinyl chairmats, (5) safety reflectors for bicycle  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,  1998,  the Jordan Specialty Plastics  subsidiaries
generated  combined  net sales of $71.6  million.   Each  of  the
Jordan Specialty Plastics subsidiaries is discussed below.

Beemak  Plastics.  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-BinsTM") 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 1998, to approximately 21,000 customers  around  the
world.  It sells its modular storage systems, which accounted for
approximately 34% of Beemak's business in 1998, 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 1998 were $9.4 million.

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.

Beemak   sells  its  products  through  a  direct  sales   force,
independent  representatives, an extensive  on-going  advertising
compaign  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.

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 benefited 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 competition in
the market is Quantum.

Sate-Lite    Manufacturing.    Sate-Lite   manufactures    safety
reflectors  for  bicycle 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 40% of Sate-Lite's  net
sales   in  1998.   Sales  of  triangular  flares  and  specialty
reflectors and lenses to commercial truck customers accounted for
approximately 36% of net sales in 1998. The remaining 24% of Sate-
Lite's  1998  net sales were derived primarily from the  sale  of
colorants to the thermoplastics industry.  Sate-Lite's net  sales
for 1998 were $13.8 million.

Sate-Lite's  bicycle products are sold directly to  a  number  of
OEMs.   The three largest OEM customers for bicycle products  are
the  Huffy  Corporation,  Roadmaster and  Tandem  (China),  which
accounted for approximately 17% of Sate-Lite's net sales in 1998.
The 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   plastic    parts
manufacturers.   In  1998,  Sate-Lite's  ten  largest   customers
accounted for approximately 44% of net sales.

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
17%  of  its total 1998 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
will  be  selling to Tandem, Giant, China Bike and other  Chinese
bicycle  manufacturers  who have recently been  increasing  their
share of bicycles sold in the domestic market.

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 market.

Deflecto  Corporation.   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 56% of Deflecto's  net  sales  in  1998,
include  heating and cooling air deflectors, clothes dryer  vents
and ducts, kitchen vents and ducts, sheet metal pipes and elbows,
exhaust  fittings  and other widely-recognized products.   Office
supply  products,  many  of which have  patents  and  trademarks,
represented  approximately 36% of net sales in 1998  and  include
such  items as wall pockets, literature displays, file and  chart
holders,  business  card  holders and  other  top-branded  office
supply  products.   The  remaining  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
1998 were $45.2 million.

Deflecto manufactures approximately 90% of its products in-house,
with   the  remainder  outsourced  to  other  injection  molders.
Deflecto  efficiently  manages the mix between  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.

Deflecto  sells  its products through an in-house salaried  sales
force and the use of independent sales representatives.  Deflecto
has   the   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  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.

Competition  in  the  hardware, office  supplies  and  housewares
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.

Rolite Plastics.  Founded in 1978 and acquired by the Company  in
1998, Rolite manufactures and sells extruded vinyl chairmats  for
the office products industry.
During  1998,  Rolite sold its products to plastics distributors,
approximately  33%,  foreign-based  office  products   companies,
approximately  29%,  office products dealers, approximately  25%,
and office superstores, approximately 13%.  Rolite produces three
types   of   standard-size  chairmats,  as  well  as  custom-size
chairmats.     Standard-size    chairmats,    which     comprised
approximately  92% of 1998 net sales, consist of:   (1)  regular,
which  is Rolite's largest seller, (2) anti-static, which reduces
static  electricity and is prevalent for computer users, and  (3)
glass clear, which is nearly 100% transparent.  Rolite's emphasis
on  technology helps to ensure excellent product quality, and all
of  Rolite's  products are backed by a lifetime warranty  against
breakage.  Rolite's net sales for 1998 were $3.2 million.  Rolite
is a division of the Company's Deflecto subsidiary.

Rolite  produces  its products with a small staff  of  personnel.
Each shift consists of an extruder, a mixer who compounds the raw
materials, and two or three finishers who rout chairmats to their
finished shape and pack them for shipment.

Rolite's    products   are   sold   through   nine    independent
manufacturers' representatives who sell to over 600  dealers  and
six  regional wholesalers.  Merchandising chairmats is  difficult
given  their bulky composition.  To address this problem,  Rolite
developed  a  freestanding merchandise display and a counter  top
display  that  make  the chairmats more accessible  to  customers
while  consuming a small amount of retail space.  These  displays
are  sold  to dealers, who can then recoup the cost via discounts
on  future  chairmat purchases.  In addition to  the  independent
sales representative network, Rolite's products will be sold as a
separate product line through Deflecto.

Rolite  is  one of four manufacturers of vinyl chairmats  in  the
United States and one of only seven worldwide.  The estimated $80
million  domestic  market is dominated by Rubbermaid  and  Tenex;
however,  Rolite believes that its superior product  quality  and
customer  service,  coupled  with  a  lack  of  loyalty  in   the
marketplace  among dealers, will enable it to gain market  share.
Rolite  has also been successful internationally, with over  one-
third of sales going to customers outside the United States.  The
poor  quality  of foreign manufacturers' products,  coupled  with
Rolite's  price-competitiveness and customer service,  represents
an opportunity to continue strong international growth.

Motors and Gears

Motors  and Gears is a leading domestic manufacturer of specialty
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.  The Motors and Gears subsidiaries have sold their brand
name products to their customers for over 70 years.  For the year
ended December 31, 1998, Motors and Gears= subsidiaries generated
combined net sales of $275.8 million.  Each of Motors and  Gears=
subsidiaries is discussed below.

Motors and Gears has three primary products lines: sub-fractional
motors  (approximately  38%  of 1998 sales),  fractional/integral
motors   (approximately  40%  of  1998   sales),   and   controls
(approximately 22% of 1998 sales).

Sub-fractional Motors

Merkle-Korff.   Merkle-Korff  was  founded  in   1911   and   was
purchased,  along  with  its  wholly  owned  subsidiaries,  Elmco
Industries,  Inc. and Mercury Industries, Inc., by the  Company=s
subsidiary,  Motors & Gears Industries, Inc., in September  1995.
Merkle-Korff  is  a  custom manufacturer of  Alternating  Current
(AAC@) and Direct Current (ADC@) sub-fractional horsepower motors
and  gear  motors used in  refrigerators, freezers,  dishwashers,
vending  machines,  business  machines,  pumps  and  compressors.
Approximately  67%  of Merkle-Korff=s 1998 net  sales  of  $103.1
million,   were  derived  from  the home  appliance  and  vending
machine   market.   Merkle-Korff=s  prominent  customers  include
General Electric Company, Vendo, Whirlpool Corporation and Dixie-
Narco,  Inc.  In 1998, the Company=s top 10 customers represented
approximately 60% of total sales.

Barber-Colman, founded in 1894, was purchased by Merkle-Korff  in
1996  and  renamed  Colman Motor Products  (AColman  Motors@)  in
January   1997.    Colman  Motors  is  a  vertically   integrated
manufacturer  of both AC and DC sub-fractional horsepower  motors
and  gear motors.  The Colman Motors= product line serves a  wide
variety of applications, and they are used as components in  such
products  as  vending machines, copiers, printers, ATM  machines,
currency   changers,  X-ray  machines,  peristatic  pumps,   HVAC
activators, medical equipment and other products.

The  majority  of  Colman Motors= products are sold  directly  to
OEMs; however, management has initiated an effort to direct small
orders to four distributors. Each of these distributors is  fully
stocked  with  Colman  Motors= standardized parts  and  equipment
using  a  computerized  catalog  system  which  facilitates   the
efficient selection of products and components at the distributor
level.

Merkle-Korff experiences limited competition across  its  product
lines including Colman Motor Products.  Competitors are generally
much  smaller in terms of revenues but also produce a  much  more
limited product line.

Fractional/Integral Motors

Imperial.  Imperial  was  founded in 1889  and  acquired  by  the
Company  in  1988.  Imperial manufactures elevator motors,  floor
care  equipment motors and automatic hose reel motors  under  its
Imperial   trade  name,  and  floor  care,  silicone   controlled
rectifier motors, and low voltage DC motors under its Scott trade
name.  Scott  was  acquired by Imperial in 1988 and  merged  into
Imperial  in early 1997.  All of Imperial=s assets were  sold  on
arm=s  length  terms  to  Motors and Gears  Industries,  Inc.  in
November 1996.

Imperial designs, manufactures and distributes specialty electric
motors  for  industrial and commercial use.  It manufactures  its
products  with steel, magnets, copper wire, castings,  and  other
components supplied by a variety of firms.  Its products, AC  and
DC  motors,  generators  and permanent  magnet  motors  are  sold
principally  in  the U.S. and Canada and to a limited  extent  in
Europe  and Australia.  Approximately 26% of Imperial=s 1998  net
sales of $34.1 million were derived from elevator motors, ranging
from  5  to  100  horsepower,  sold to  major  domestic  elevator
manufacturers.   Approximately 74% of Imperial=s 1998  net  sales
were   derived  from  permanent  magnet  motors  and  parts  sold
primarily to domestic manufacturers of floor care equipment.

Otis Elevator Company, Westinghouse Corporation and other leading
elevator manufacturers have in recent years discontinued internal
manufacturing  of  motors and have turned to Imperial  and  other
independent  manufacturers to supply motors.  Imperial's  largest
customer  accounted for approximately 9% of Imperial=s net  sales
in   1998,  and  Imperial=s  top  ten  customers  accounted   for
approximately  50% of total net sales.  Imperial=s  products  are
marketed domestically by its management and one independent sales
representative and internationally by management.

In  the  elevator  motor market, Imperial competes  with  several
firms  of  varying  size.  The other markets  in  which  Imperial
competes  are  also  highly competitive. However,  the  Company=s
management believes that Imperial is able to effectively  compete
with  these firms on the basis of product reliability, price  and
customer service.

In  December  1998, Imperial acquired Euclid Universal,  Inc.,  a
designer and manufacturer of gear drives for special applications
where  stock items will not fit or meet performance requirements.
Euclid's  products include speed reducers, custom gearing,  right
angle gearboxes and transaxles.  Its customized products are used
in   an   array  of  industries,  including  materials  handling,
healthcare,   agriculture,  floor  care  and   food   processing.
Euclid's technical expertise lies in the areas of worm, spur  and
helical gearing.

Euclid  maintains  a flexible engineering and production  process
that yields a rapid response in design, prototype and production.
All  gearing  is manufactured in-house to industry standards  and
housings are made of high strength, heat treated aluminum  alloy,
cast  iron  or  steel.   Euclid is able  to  produce  food  grade
finishes  to  its  products, as well  as  hard  coating  for  the
stringent wash down equipment requirements.  The Company believes
that  the addition of Euclid provides cross selling opportunities
with Imperial, Gear and Advanced DC Motors. Currently, Euclid  is
working  with  Imperial to develop a transaxle  product  for  the
floor  care  industry.  The Company believes that the ability  to
provide  this product will enable Imperial to broaden its product
line and to defend its market share in the floor care industry.

Gear.  Gear manufactures precision gears and gear boxes for  OEMs
requiring  high-precision commercial gears.  Gear was founded  in
1952  and  acquired by Imperial in October 1988.  All  of  Gear=s
assets  were  sold  on  arm=s-length terms to  Motors  and  Gears
Industries,  Inc. in November 1996.  Gear manufactures  precision
gears  for both AC and DC electric motors in a variety of  sizes.
The  gears are sold primarily to the food, floor care machine and
aerospace  industries and to other manufacturers of machines  and
hydraulic  pumps.  Gear=s products are nationally  advertised  in
trade  journals  and are sold by one internal  salesman  and  one
independent  sales representative.  Gear precision  machines  its
products from steel forgings and castings.  Net sales for Gear in
1998 were $7.7 million.

The  gear  industry  is  very fragmented and  competitive.   Gear
competes  primarily on the basis of quality.   In  addition,  the
ability  of  Imperial and Gear to offer both electric motors  and
gear  boxes  as a package, and to custom design these  items  for
customers,  may  allow both subsidiaries to gain  greater  market
penetration.

FIR.   Founded in 1925 and acquired by the Company in June  1997,
FIR  is  a leading European manufacturer of AC and DC motors  and
pumps  for  special-end applications such as pumps for commercial
dishwashers,  motors for industrial sewing machines,  motors  for
industrial  fans  and  ventilators,  explosion-proof  motors  for
gasoline  pumps  and  the  oil  industry,  and  asynchronous  and
brushless  motors for lift doors.  With the exception  of  motors
for industrial sewing machines, FIR produces custom products only
after  receiving specific customer orders.  Motors for industrial
sewing  machines, which comprised approximately 9% of FIR=s  1998
net  sales  of  $42.1  million are fairly  standardized  and  are
manufactured and stocked based on internal forecasts.

FIR  sells  both  directly  to customers  and  through  two  non-
exclusive independent sales representatives located in France and
Germany.   The  Company enjoys long-term relationships  with  its
customers, some of which have been customers for over  20  years.
The successful development of long-term customer relationships is
a direct result of FIR=s reputation for high-quality products and
on-time  delivery. Within FIR=s customer base  of  over  450,  no
single  customer accounts for more than 5% of 1998 sales.   FIR=s
top  ten  customers  in 1998 accounted for approximately  32%  of
total sales.

FIR  has many competitors across a very fragmented European motor
market.    However,  FIR has distinguished  itself  by  providing
highly  engineered  custom  products  for  small  markets.    FIR
provides Motors and Gears with a strong foundation upon which  to
expand  its overseas market.  Through FIR, Motors and Gears  will
have  access  to  established European markets, including  Italy,
Germany,  France,  Spain and Great Britain, as well  as  emerging
Eastern European markets such as Poland, the Czech Republic,  and
Russia.   Through  its European market presence  and  established
brand name, the Company believes FIR will enable Motors and Gears
to  further develop leadership positions within market niches and
expand globally.

Advanced DC Motors.  Founded in 1989 and purchased by Motors  and
Gears  in 1998, Advanced DC Motors is a designer and manufacturer
of  DC  permanent  magnet motors and starters (generators)  which
range  from 4.5 inches to 9 inches in size.  Advanced  DC  Motors
sells  special purpose custom designed motors for use in electric
lift  trucks,  power  sweepers, electric utility  vehicles,  golf
carts,  electric  boats  and other niche products.   Advanced  DC
Motors  also manufactures and sells commutators, which are  motor
components  used to reverse the direction of electric current  in
motors,  as well as special purpose production equipment. Special
purpose motors comprised approximately 95% of Advanced DC Motors'
net  sales  in  1998, while commutators and production  equipment
accounted  for approximately 5%.  Advanced DC Motors'  net  sales
for 1998 were $27.2 million.

Advanced  DC  Motors  is  a fully-integrated  manufacturer,  with
nearly 100% of its products manufactured to custom specifications
developed  through direct engineer-to-engineer design.   Advanced
DC  Motors  is capable of producing high-volume orders,  none  of
which  are  for  stock.  As a result, Advanced DC Motors  carries
virtually  no finished goods inventory.  Advanced DC  Motors  has
several  production facilities, each specializing in some  aspect
of  its business, such as motor production, commutator production
for  internal  and  external  use,  manufacturing  of  production
equipment for internal and some external use, production of field
coils  and  armature coils used primarily for internal production
and  research  and  development of electronic  control  products.
Advanced DC Motors also has a warehouse facility in Germany  used
to service its European customers.

Advanced  DC  Motors primarily sells directly to  its  customers,
OEMs,  through its executive team due to the technical nature  of
the    sale.    Advanced   DC   Motors   uses   one   independent
representative.  It also sells to distributors who serve the  on-
road  electric  vehicle  market.   Advanced  DC  Motors'  largest
customer  accounted for 28% of sales and the top  five  customers
accounted for 72% in 1998.

Controls

ED&C.   ED&C was founded in 1958 and acquired by Motors and Gears
in  October  1997.  It  is a full-service electrical  engineering
company  which  designs,  engineers and  manufactures  electrical
control  systems  and  panels for material handling  systems  and
other  like  applications.  ED&C provides  comprehensive  design,
build  and support services to produce electronic control  panels
which regulate the speed and movement of conveyor systems used in
a variety of automotive plants and other industrial applications.
ED&C had net sales in 1998 of $10.3 million.

ED&C   provides  its  customers  with  two  distinct   types   of
product/service.    The   first  type  consists   of   designing,
programming, manufacturing, and commissioning the control system.
These  types  of orders, which represented approximately  65%  of
1998  orders, are value-added to the customer and therefore  earn
higher  margins.  The second type of product/service consists  of
manufacturing  only,  in which the customer  provides  ED&C  with
control  panel  designs and specifications and ED&C  manufactures
and    assembles   the   product.    These   projects   comprised
approximately 35% of 1998 orders.

ED&C   obtains  the  majority  of  its  revenues  through  repeat
business, referrals from its current customer base, and  requests
for  proposals  brought to ED&C due to its  reputation  for  high
quality design.  Approximately 98% of 1998 net sales were to  the
automobile  industry.   Auto manufacturers  have  very  stringent
requirements regarding their material handling systems, and  ED&C
has  gained significant expertise from servicing these  demanding
automotive OEMs.  This expertise provides ED&C with a competitive
advantage  in  less technically demanding markets. The  company's
largest  customer accounted for approximately 35% of revenues  in
1998,  while  the top five customers accounted for  approximately
70% in 1998.

Motion  Control. Motion Control was founded in 1983 and  acquired
by  Motors  and  Gears  in December 1997.  Motion  Control  is  a
manufacturer of electronic motion and logic control products  for
elevator  markets  and  specifically the  elevator  modernization
market.   Motion Control designs, engineers and assembles  custom
microprocessor-based   control   systems   primarily   used    in
modernizing  and upgrading existing cable traction and  hydraulic
elevators  (approximately  90%  of  1998  net  sales),  and  also
provides   systems  for  elevators  installed  in  new   building
construction  (approximately 10%  of  1998  net  sales).   Motion
Control  fits closely with Motors and Gears' Imperial subsidiary,
which  supplies  motor  products to the elevator  industry.   The
addition  of Motion Control enables Motors and Gears  to  provide
the  elevator  industry  with a complete  value-added  motor  and
control  package.   Motion Control had 1998 net  sales  of  $51.3
million.

Motion   Control's  production  process  consists  primarily   of
assembling  electronic components in a cabinet  and  testing  the
final  product.  Virtually all component parts, such as  personal
computer boards, switches, resistors, drivers, transformers, wire
and  cabinets  are supplied through a network of wholesalers  and
distributors, none of which Motion Control is reliant on.  Motion
Control's   production   process  is  designed   to   accommodate
flexibility  and  efficiency in a custom-production  environment.
Motion  Control's  engineers  design  most  of  Motion  Control's
products in a modular format to accommodate customization.

Motion  Control  sells  through a direct  sales  force  to  major
elevator  manufacturers (approximately 32% of 1998 sales),  large
and  small  independent contractors (approximately  62%  of  1998
sales),  and international companies (approximately  6%  of  1998
sales).    Motion   Control's  sales  and  marketing   staff   of
approximately  twenty  consists of eight  sales  representatives,
seven  of  whom cover the domestic market and one Australia-based
employee  who  serves the Australian market and all international
customers.    Motion  Control  also  engages  in  marketing   and
promotional activities such as presentations at trade  shows  and
industry  conventions;  development of  brochures;  articles  and
advertisements in trade magazines; direct mailings to  customers;
and a quarterly newsletter distributed to over 3,000 existing and
potential customers.

Elevator   modernization  projects  represent  Motion   Control's
primary  market.  Motion Control focuses on the high-end domestic
elevator   modernization   market,  a  niche   which   represents
approximately 5% of the entire worldwide elevator control market.
Elevator  modernization primarily involves cosmetic,  structural,
or  performance  enhancements  to an  existing  elevator  system.
While  an  elevator  may  last  30-40  years,  its  controls  are
typically  replaced two-to-three times during its life.  Further,
while  the  worldwide elevator market is growing at approximately
4%   annually,  the  elevator  modernization  niche  is   growing
approximately 20% annually.  This growth is expected to  continue
as  new  electronic  control  technology  is  developed.   Motion
Control's  technology is also transferrable to other non-elevator
motion  control  and  drive markets, such as factory  automation,
commercial equipment and appliances.

Jordan Telecommunication Products

Jordan  Telecommunication Products (AJTP@) is a leading  supplier
of  infrastructure products and equipment, (approximately 50%  of
1998 sales), electronic connectors and components, (approximately
15%  of  1998 sales), and custom cable assemblies and accessories
(approximately  35%  of  1998 sales)  to  the  telecommunications
industry.   It  has  provided  its customers  with  products  and
services  for an average of over 20 years.  For the  fiscal  year
ended   December  31,  1998,  Jordan  Telecommunication  Products
generated  combined net sales of $310.0 million, including  sales
of $16.1 million for Diversified Wire and Cable which was sold in
July 1998.

Infrastructure Products and Equipment

Dura-Line.    Dura-Line  is  a  manufacturer  and   supplier   of
AInnerduct@ pipe through which fiber optic cable is installed and
housed.  Dura-Line sells this product to major telecommunications
companies  throughout  the  world.  Dura-Line  also  manufactures
flexible polyethylene water and natural gas pipe.  Dura-Line  was
founded in 1974, and acquired by the Company in 1985.

Approximately 96% of Dura-Line=s 1998 net sales of $91.5  million
came  from  sales  of  its  Innerduct product.   Dura-Line  sells
Innerduct  to  major telecommunications companies,  such  as  SPT
Telecom,  GTE,  Bell  South and Pacific Telesis,  each  of  which
accounted  for  less than 12% of Dura-Line=s net sales  in  1998.
Innerduct  is  marketed worldwide by Dura-Line=s management,  ten
manufacturing   representatives   and   forty   in-house    sales
representatives.  Dura-Line negotiates long-term  contracts  with
major  telecommunications  companies for  its  Innerduct  product
line.

The  cable  conduit market is highly competitive.  In the  United
States,  Dura-Line  faces  competition  from  a  wide  range   of
companies   including   national,  international   and   regional
suppliers  of  cable conduit.  In addition to  other  independent
manufacturers of cable conduit outside of the United States, Dura-
Line=s  competitors include manufacturers that produce  pipe  and
tubing  for  other  uses, such as gas and  water  transportation.
Competition  within the industry is based primarily  on  quality,
price,    production    capacity,   field   support,    technical
capabilities, service and reputation.

In  addition, approximately 4% of Dura-Line=s 1998 net sales came
from  the  sale of polyethylene water and natural gas pipe  to  a
variety  of  hardware stores, contractors, plumbing supply  firms
and  distributors.  Dura-Line markets its water and  natural  gas
pipe products through sixty manufacturing representatives in  the
Southern  and Eastern United States.  The water and  natural  gas
pipe market is very competitive.  Dura-Line competes on the basis
of quality and price with a number of regional and local firms.

Dura-Line=s   products  are  manufactured  through  the   plastic
extrusion  process.  Dura-Line procures raw plastic for extrusion
from a number of independent suppliers.  In March 1989, Dura-Line
opened  a  new  manufacturing facility in the United  Kingdom  to
manufacture  products  for  sale to  British  Telecom  and  other
foreign  customers.   Approximately 44% of Dura-Line=s  1998  net
sales  were  foreign sales.  In late 1990, Dura-Line purchased  a
facility in Reno, Nevada.  This facility opened in early 1991 and
has  increased Dura-Line=s annual capacity by approximately  50%.
In  1993, Dura-Line entered into joint venture agreements in  the
Czech  Republic  and  Israel to service Eastern  Europe  and  the
Middle  East more effectively.  In early and late 1995, Dura-Line
opened subsidiaries in Mexico and China to manufacture and supply
High  Density Polyethylene ("HDPE"), plastic conduit  systems  to
Central  and  South American markets as well as China  and  other
Asian  markets.   Dura-Line  owns 100%  of  the  equity  in  both
subsidiaries.    In   August  1996,  Dura-Line   incorporated   a
subsidiary in India under a joint venture agreement in which Dura-
Line   has   the   controlling  interest.   The  subsidiary   was
established  to  manufacture  and  supply  HDPE  plastic  conduit
systems  to India and neighboring countries.  In 1997,  Dura-Line
opened  facilities in Malaysia and Spain to supply  HDPE  plastic
conduit systems in those markets.  Dura-Line opened a facility in
Pryor, Oklahoma in 1998 to supply HDPE plastic conduit systems in
support  of its contracts as part of Level 3's nationwide  buyout
as well as to increase general domestic capacity.

Viewsonics.  Viewsonics was founded in 1974 and purchased by  the
Company  in  1996.  Viewsonics designs, manufactures and  markets
branded cable television (ACATV@), electronic network components,
and  electronic security components mainly for the Adrop@ or home
connection   portion  of  the  CATV  infrastructure.   Viewsonics
develops,  warehouses and sells its products out of  its  Florida
facility.   Viewsonics sources approximately 80% of its  products
from  China,  approximately  50% of  which  are  manufactured  in
Viewsonics= Shanghai facility, and the remaining 50% of which are
manufactured  by subcontractors.  Viewsonics has  also  developed
manufacturing  capabilities  in  St.  Petersburg,  Russia.    The
overseas  procurement has allowed Viewsonics to lower  production
costs  and  it  has  also positioned Viewsonics  to  exploit  the
overseas CATV component markets as they develop.

Viewsonics sells approximately 50% of its products to multisystem
operations  including  companies such  as  Time/Warner,  Cencast,
Continental  Cablevision, and TCI.  Viewsonics also  sells  to  a
network of distributors, six of whom account for the majority  of
the  other 50% of 1998 sales.  In 1998, Viewsonics generated  net
sales  of $14.2 million.  Competition in the industry is  focused
on quality, service, engineering support and price.

Northern.  Northern was founded in 1985 and was purchased by  the
Company in 1996. Northern designs, manufactures and markets power
conditioning   and  power  protection  equipment  for   primarily
telecommunication  applications, such as  cellular  and  Personal
Communication  System (APCS@) networks.  Northern also  offers  a
variety of products including voltage regulators, uninterruptible
power supplies, isolation transformers, and grounding devices  to
protect any power-critical application.

Northern sells directly through its own highly technical in-house
sales   force  of  23  employees,  who  are  supported  by  seven
application  engineers  and four product  development  engineers.
Northern  sells  to such large telecom OEMs as Sprint,  Motorola,
Lucent,   Ericsson   and  Nokia.   Northern=s  largest   customer
accounted  for  approximately 50% of net sales in 1998  of  $26.4
million  and its 10 largest customers accounted for approximately
76% of net sales in 1998.

Engineered  Endeavors  (AEEI@).  EEI  was  founded  in  1987  and
acquired  by the Company in September 1997.  EEI designs complete
cellular  and  PCS  towers, manufactures monopole  antenna  mount
platforms,  custom bill and clock towers, and  accessories.   EEI
also  distributes ancillary products used in the construction  of
cellular and PCS towers.  Approximately 51% of its 1998 net sales
were  PCS  towers,  while approximately 24%  were  from  cellular
towers.  The remaining 25% were from packagers and others.  EEI's
net sales in 1998 were $18.4 million.

EEI's  manufacturing  facility  links  a  computer  aided  design
drawing system directly to the production lines where the antenna
support, monopole and ancillary equipment is manufactured.   Once
manufactured,  the  products  are  shipped  to  a   New   Orleans
subcontractor  where  they are galvanized, packaged  and  shipped
directly to the telecommunication tower construction site.

EEI  uses  a direct sales force consisting of one lead  salesman,
six   computer   aided  design  engineers  and  five   structural
engineers.  It also uses one manufacturers' representative. EEI's
largest  customer is Nextel Communications, Inc., which comprised
approximately  16%  of  revenues in 1998.   Other  top  customers
include  Airtouch  Cellular, Bell South PCS,  Southwestern  Bell,
Sprint,  AT&T  Wireless and Alltell.  Its sales are primarily  to
the domestic market.

The  market for communications towers is expected to continue  to
grow   for   the   next   several   years,   and   EEI   provides
Telecommunication Products with an entrance into that market.  It
also complements Telecommunication Products' Northern subsidiary,
which  specializes in surge protection devices for  cellular  and
personal  communications systems. EEI`s competition is  primarily
regional,  with  Valmont, Fort Worth Tower, Summit Manufacturing,
Piro  and  UNR  Roan being its main competitors.  EEI  will  also
benefit  from  Telecommunication Products'  strong  international
presence.

Electronic Connectors and Components

Effective  December 1998, Telecommunication Products  reorganized
the  operations  of  its  subsidiaries, Johnson  Components,  AIM
Electronics,  Cambridge  Products and  Vitelec  Electronics.  The
reorganization consisted of centralizing manufacturing, sales and
marketing,  and  headquarters  operations  at  Johnson's  Waseca,
Minnesota  facility.  AIM Electronics' Sunrise  Florida  facility
and  Vitelec's  Bordon,  England  facility  are  still  used  for
assembly,   distribution   and  sales   operations.    Electronic
Connectors  and Components still sells and markets  its  products
under the Johnson Components, AIM Electronics, Cambridge Products
and Vitelec Electronics tradenames.

      Electronic Connectors and Components is a leading designer,
developer,   manufacturer  and  distributor  of  standard,   sub-
miniature   and   micro-miniature  radio  frequency   and   other
connectors  and  related products for use  in  cable  assemblies,
mobile   communications,   voice/date   communications,   testing
instruments,    computers,   security   equipment    and    other
applications.   Electronic  Connectors  and  Components   has   a
reputation  for  delivering high-quality  products  with  a  high
degree of service and expedited delivery.  Of its 1998 net  sales
of $43.0 million, radio frequency connectors/adaptors represented
approximately    59%,   voice/data   products    accounted    for
approximately  15%, cable assemblies comprised approximately  9%,
and  electronic  hardware  and other electronic  components  were
responsible for approximately 17%.

Electronic Connectors and Components manufactures, assembles  and
distributes  its  products in a timely and cost-effective  manner
worldwide.    Its   manufactured   radio   frequency   connectors
(including sub-miniature and micro-miniature) are made  98%  from
brass  bar  and  rod  stock.   The  brass  bar  is  machined   to
specification and then plated.  Manufactured hardware  and  other
electronic components are produced from various metals as well as
injection-molded  parts,  and  often  require  manual   assembly.
Electronic Connectors and Components' efficient, fully-integrated
manufacturing system and warehouse operations allow approximately
26%  of  its manufactured product orders to be shipped within  24
hours.   The industry's average lead time is six to eight  weeks.
The  assembly operations import materials from Taiwan, Hong  Kong
and  the United Kingdom.  The operations are fully automated  and
have  excellent  order processing and warehouse  systems.   These
systems  allow  Electronic  Connectors  and  Components  to  ship
assembled products within 24 hours of receipt of an order 90%  of
the time, on average.

Electronic Connectors and Components' products are sold  to  OEMs
(approximately  18% of 1998 sales) and general line  distributors
(approximately  82%  of 1998 sales).  Its OEM  customers  include
Hewlett-Packard, Nokia, Motorola, Ericsson and Tandy.  Electronic
Connectors  and  Components sells its products through  a  direct
sales  force  of  11  and  a coordinated  effort  with  over  100
manufacturing  representatives belonging to over  20  independent
representative  organizations. Sales to North America  and  South
America   are  coordinated  out  of  Electronic  Connectors   and
Components' headquarters, while European sales are managed  by  a
United   Kingdom-based   sales  manager.    International   sales
comprised   approximately  23%  of  1998  revenues.    Electronic
Connectors  and Components' customer base is large  and  diverse,
and no one customer accounted for more than 5% of sales.  The top
ten customers accounted for approximately 18% of sales in 1998.

The  electronic  connector  and  components  industry  is  highly
fragmented  with  over  1,500 manufacturers competing  worldwide.
Electronic  Connectors  and Components  competes  with  different
suppliers  in  each  of  the various categories  of  the  overall
market,  as  well  as  with  large  national  suppliers  such  as
Amphenol,  M-A/COM (a division of AMP), Radiall and  Pan-Pacific.
Electronic  Connectors  and Components focuses  on  the  customer
niche  that  values high quality products with a quick turnaround
time and superior customer service.

Custom Cable Assemblies and Accessories

Bond.   Bond was founded in 1988 and the Company acquired 80%  of
the  outstanding shares of Bond in 1996.  Bond designs, engineers
and   manufactures  high-quality  custom  electronic  cables  and
connector     sub-assemblies     for     computer-related     and
telecommunications customers.  All of Bond=s products are custom-
made  and are specifically designed to meet customer needs.  Bond
has three fully integrated, independent manufacturing facilities.
Bond  has rapidly become an industry leader due to its commitment
to  high  quality  and competitively priced products  offered  in
conjunction with outstanding and dependable service.

Bond has established two separate, very profitable sales agencies
in  Northern and Southern California to represent them.  Bond  is
continuing  to  actively solicit new strategic customers  located
throughout   the   United  States  via   an   independent   sales
representative network.  In 1998, Bond=s single-largest  customer
accounted for approximately 31% of its net sales of $13.9 million
and the top five customers accounted for approximately 53%.

K&S  Sheet  Metal.  In January 1998, Bond Technologies  purchased
K&S  Sheet  Metal,  a manufacturer of precision metal  electronic
enclosures  and box-build assemblies for electronic  OEMs.   Box-
build  assemblies consist of precision metal enclosures outfitted
with  power supplies, fans, cable assemblies and other electronic
and  mechanical  components.  One-hundred percent  of  K&S  Sheet
Metal's   products   are   customized   according   to   customer
specifications.   Approximately 96% of  K&S  Sheet  Metal's  1998
revenues   were   derived  from  the  sale  of  precision   metal
enclosures,  while the remaining 4% were derived  from  box-build
assemblies.   K&S  Sheet Metal's net sales for  1998  were  $12.0
million.

K&S  Sheet  Metal has carved a niche as a supplier  of  short  to
medium run complicated boxes where it can demand a premium  price
for good product quality and service.  It sells direct to many of
the  largest data storage, computer and telecommunication product
OEMs in Southern California.  Its top five customers are Kingston
Technologies Corporation, MGE-UPS Systems, Gateway 2000, OLEC and
Cherokee International.

LoDan.  LoDan, founded in 1967 and acquired by the Company in May
1997,  designs,  engineers, manufactures, and  distributes  high-
quality, custom electronic cable assemblies, sub assemblies,  and
electro-mechanical   assemblies  to  OEMs   in   the   data   and
telecommunications segments of the electronics  industry.   LoDan
manufactures approximately 49% of the products it sells  in-house
at   an  ISO-9001  certified  manufacturing  facility,  with  the
remaining  51%  being  distributed products.   For  fiscal  1998,
LoDan=s net sales were $28.8 million.

The  acquisition  of LoDan has bolstered the presence  of  Jordan
Telecommunication Products in the custom cable assembly business.
LoDan=s customer base, which compliments that of Bond, was  built
based  on  providing  innovative solutions to  customers=  needs.
LoDan's  largest  customer, Cisco Systems (approximately  43%  of
1998  sales), is the world=s pre-eminent networking  company  and
provides  LoDan  with access to international  markets.   LoDan=s
products are sold through internal and external sales forces.

Bond  and  LoDan  supply the custom cable assembly  market  which
encounters  competition from a broad range of companies,  several
of  which  are  much larger and have greater financial  resources
than  either  Bond  or LoDan.  In addition to  other  independent
manufacturers of cable assemblies, offshore manufacturers compete
in  this  market,  primarily on the basis of price.   Competition
within  the  industry is based on quality, production,  capacity,
breadth  of product line, engineering support capability,  price,
local support capability, systems support and financial strength.

Telephone  Services, Inc. (ATSI@).  In October 1997, the  Company
acquired  70% of TSI.  TSI designs, manufactures and  distributes
custom  cable  assemblies  (approximately  82%  of  1998  sales),
terminal  strips and terminal blocks (approximately  8%  of  1998
sales)  and other connecting devices (approximately 10%  of  1998
sales)  primarily to the telephone operating companies and  major
telecommunication manufacturers. TSI has established a reputation
for   high-quality  products,  on  time-delivery  and  dependable
service. Its 1998 net sales were $45.7 million.

TSI  designs  its products on an engineer-to-engineer  basis  for
specific   telecommunication  applications.   Its   manufacturing
equipment  consists  of numerous crimping and  stripping  devices
used  to  manufacture  cable assemblies and  test  equipment  for
quality control purposes.  Its manufacturing process is extremely
efficient,  enabling  it to finish prototype  and  pre-production
assemblies  within  one  week.   After  pre-production,   general
production lead times average one to three weeks. TSI`s technical
expertise  and  efficient production process have enabled  it  to
establish   strong  relationships  with  many  of   the   largest
telecommunication companies.

TSI   manufactures   cable  assemblies  for   approximately   100
telecommunication OEMs. It sells its products  through  a  direct
sale  force  of  eight  regional salespeople  who  are  supported
internally  by  a staff of engineering and technical  application
engineers.    The  direct  salesperson  also  functions   as   an
application  engineer and interacts directly with the  customer's
design  engineers. TSI's largest customer is Pacific Bell,  which
represented  approximately 24% of revenues in  1998.   The  other
four  which made up the top five customers in 1998 are Tekontrol,
approximately  17%, GTE, approximately 15%, Sprint, approximately
9%,  and  A.D.C., approximately 6%.  Other top customers  include
Southwestern Bell, Nynex, World Com and M.F.S.

The  cable  assembly  business  is  highly  fragmented,  but   is
experiencing   strong   growth  as  telecommunication   companies
continue  to  outsource this subcomponent. TSI's  competition  is
regional by product line, and cable assembly competitors  include
M.M.I.,  Varitronics and Telect, while terminal block competitors
include Thomas & Betts and Lucent Technologies.

A  key  component  of  TSI's growth is  through  acquisitions  of
smaller  companies  with product line and/or customer  synergies.
As  part  of this strategy, in July 1998, TSI acquired  Opto-Tech
Industries,  Inc.,  a  manufacturer  of  a  variety  of  filters,
attenuaters   and   other   miscellaneous   equipment   for   the
telecommunications industry.  Most of Opto-Tech's  sales  are  to
Regional Bell Operating Companies. Opto-Tech Industries is a good
fit  for  TSI because of their overlapping customer base.   Opto-
Tech's operations have been fully integrated into those of TSI.

<PAGE>

Backlog

As   of  December  31,  1998,  the  Company  had  a  backlog   of
approximately $134.4 million, compared with $109.6 million as  of
December  31,  1997.   The backlog in 1998 is  primarily  due  to
titanium  hot  formed sales at Parsons, motor  sales  at  Merkle-
Korff,  and  cable assembly sales at LoDan.  Management  believes
that the backlog may not be indicative of future sales.

Seasonality

The  Company=s  aggregate  business  has  a  certain  degree   of
seasonality.  SPAI=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 are popular as holiday gifts.

Research and Development

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.

Patents, Trademarks, Copyrights and Licenses

The  Company  relies  on  a  combination  of  patent,  copyright,
trademark  and  trade secret laws and contractual  agreements  to
protect  its  proprietary technology and know how.   The  Company
owns  and uses trademarks and brandnames to identify itself as  a
source of certain goods and services including the DURA-LINE  and
SILICORE  trademarks, both of which are registered in the  United
States   and   various  foreign  countries,  and  the  VIEWSONICS
brandname,  in  which  the Company has common  law  rights.   The
Company=s  SILICORE  technology includes  a  patented  solid  co-
extruded  polymer  lubricant lining that  uses  a  silicone-based
lubricant   which  is  marketed  and  sold  under  the   SILICORE
trademark.   There can be no assurance that the Company  will  be
granted  additional patents or that the Company=s patents  either
will  be  upheld as valid if ever challenged or will prevent  the
development  of competitive products.  The Company=s U.S.  patent
with  respect to the SILICORE lubricant lining expires  in  2007.
The  Company  has  not sought foreign patents  for  most  of  its
technologies, including technologies which have been patented  in
the  United States, such as the SILICORE lubricant lining,  which
may  adversely  affect  the  Company=s  ability  to  protect  its
technologies  and  products in foreign  countries.   The  Company
protects  its  confidential,  proprietary  information  as  trade
secrets.

Except  for  the SILICORE polymer pipe products, certain  of  the
Company=s   CATV   components  and  its  fiber  optic   connector
technology, 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.

<PAGE>

The  Company  is also subject to the risk of adverse  claims  and
litigation  alleging  infringement of the 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 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 arrangements  or
result  in  protracted and costly litigation, regardless  of  the
merits of such claims.

Employees

As  of  December  31,  1998,  the Company  and  its  subsidiaries
employed  approximately  7,092 people.   Approximately  1,189  of
these  employees  were  members of  various  labor  unions.   The
Company  has not experienced any work stoppages in the past  five
years  as  a  result of labor disruptions.  The Company  believes
that  its subsidiaries= relations with their respective employees
are good.

Environmental Regulations

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 (ACERCLA@),  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  cost  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  stormwater and release of  hazardous  chemicals.
The  Company believes it is in substantial compliance  with  such
laws and regulations.

The Company generally conducts 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.

<PAGE>

Barber-Colman Motors, a product line of the Company and  formerly
a  wholly-owned subsidiary of the Company, leases  property  that
has  been  the  subject of remedial investigation and  corrective
action  following the removal of a small, underground  waste  oil
tank  in  1994.  Contaminated soils have been removed up  to  the
edge  of  the  foundation of an overlying structure and  down  to
bedrock.   The  Wisconsin  Department of  Natural  Resources  has
advised  the Company that no further action is necessary at  this
time.   In connection with the acquisition of Barber-Colman,  the
Company obtained indemnification from the former owner of Barber-
Colman  Motors  for  environmental liability resulting  from  its
prior operations.

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.

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  it  ever used at the facility, and Dacco  therefore
does not believe that it caused the contamination or that it will
be  responsible  for  the  cleanup.  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.

Item 2. Properties

The  Company  leases approximately 31,700 square feet  of  office
space for its headquarters in Illinois.  The principal properties
of  each subsidiary of the Company at December 31, 1998, and  the
location,  the  primary use, the capacity, and  ownership  status
thereof, are set forth in the table below:

                                                             SQUARE  OWNED/
COMPANY        LOCATION                   USE                 FEET   LEASED
Advanced DC    Dewitt, NY       Manufacturing/Administration 49,600  Owned
               Syracuse, NY     Manufacturing                45,000  Leased
               Carrollton, TX   Manufacturing/Administration 29,000  Leased
               Dewitt, NY       Manufacturing                18,500  Leased
               Eternoz, France  Manufacturing/Administration 10,000  Leased
               Putzbrunn,Germany Warehouse                    1,200  Leased
               Palo Alto,  CA   Research and Development      1,000  Leased
Beemak     Rancho Dominguez, CA Manufacturing/Administration110,000  Leased
Bond           Anaheim, CA      Manufacturing/Administration 22,000  Leased
          Huntington Beach, CA  Manufacturing/Administration 150,000 Leased
               Austin, TX       Manufacturing/Administration  13,000 Leased
Cape Craftsmen Elizabethtown,NC Manufacturing                230,200 Leased
               Wilmington, NC   Administration                 8,500 Leased
Cho-Pat        Hainesport, NJ   Manufacturing/Administration   7,000 Leased
DACCO          Cookeville, TN   Administration/Manufacturing 140,000 Owned
               Huntland, TN     Manufacturing                 65,000 Owned
          Rancho Cucamonga, CA  Administration/Manufacturing  40,00  Owned
Deflecto     Indianapolis, IN   Manufacturing/Administration 200,000 Owned
             Indianapolis, IN   Manufacturing                 38,100 Leased
             Indianapolis, IN   Manufacturing                 25,600 Leased
             St. Catherines,Ont.Manufacturing                 30,000 Owned
             St. Catherines,Ont.Manufacturing                 30,000 Leased
Dura-Line    Beranang, Melaysia Manufacturing/Administration  64,000 Leased
             Ciudad Real, Spain Manufacturing/Administration   3,000 Leased
             Goa, India         Manufacturing/Administration  48,000 Owned
             Grimsby, U.K.      Manufacturing/Administration  35,000 Owned
             Knoxville, TN      Administration                10,000 Leased
            Mexico City, Mexico Sales Office/Administration    2,000 Leased
             Middlesboro, KY    Manufacturing/Administration  80,000 Owned
             New Delhi, India   Sales Office/Administration    2,000 Leased
             Pryor, OK          Manufacturing/Administration  33,750 Owned
             Queretaro, Mexico  Manufacturing/Administration  43,000 Leased
             Sao Paolo, Brazil  Sales                            600 Leased
             Shanghai, China    Manufacturing/Administration  50,000 Owned
             Shanghai, China    Sales Office/Administration    1,000 Leased
             Sparks, NV         Manufacturing                 35,000 Owned
             Tel Aviv, Israel   Manufacturing/Administration  10,000 Leased
          Zlin, Czech Republic  Manufacturing/Administration  40,000 Owned
ED&C         Troy, MI           Manufacturing/Administration  29,400 Leased
EEI          Mentor, OH         Manufacturing/Administration  48,000 Leased
             Belle Chasse, LA   Warehouse                    195,000 Leased
Elec Connectors
& Components Bordan, U.K.       Dist/Admn/Assembly            16,500 Owned
             Sunrise, FL        Dist/Admn/Assembly            28,000 Leased
             Waseca, MN         Manufacturing/Administration  70,000 Sub-Leased
             Paris, France      Sales                          1,000 Leased
FIR          Casalmaggiore,ItalyManufacturing/Administration 100,000 Owned
             Varano, Italy      Manufacturing                 30,000 Owned
             Bedonia, Italy     Manufacturing                  8,000 Owned
           Reggio Emilia, Italy Manufacturing                 35,000 Leased
           Reggio Emilia, Italy Manufacturing                 30,000 Leased
             Genova, Italy      Manufacturing                 33,000 Leased
Gear         Grand Rapids, MI   Manufacturing/Administration  39,000 Owned
Imperial     Akron, OH          Manufacturing/Administration  43,000 Owned
             Stow, OH           Administration                 7,000 Leased
             Middleport, OH     Manufacturing                 85,000 Owned
             Cuyahoga Falls, OH Manufacturing                 63,000 Leased
             Alamogorda, NM     Manufacturing                 15,000 Leased
             Bedford, OH        Manufacturing/Administration  25,000 Leased
LoDan        San Carlos, CA     Manufacturing/Administration  22,500 Leased
             San Carlos, CA     Manufacturing                 13,500 Leased
Merkle-Korff Des Plaines, IL    Manufacturing/Administration  38,000 Leased
             Des Plaines, IL    Manufacturing/Administration  45,000 Leased
           Richland Center, WI  Manufacturing/Administration  45,000 Leased
             Darlington, WI     Manufacturing                 68,000 Leased
             Des Plaines, IL    Manufacturing/Administration 112,000 Leased
Motion Control Rancho Cordova,CA Manufacturing/Administration 40,000 Leased
Northern     Liberty Lake, WA   Manufacturing/Administration  22,600 Leased
Pamco        Des Plaines, IL    Manufacturing/Administration  24,500 Owned
Parsons      Parsons, KS        Manufacturing/Administration  97,500 Owned
Riverside    Iowa Falls, IA     Distribution/Administration   65,900 Leased
             Sparks, NV         Distribution/Administration   35,000 Leased
Rolite       Midvale,  OH       Manufacturing/Administration  20,500 Owned
Sate-Lite    Niles, IL          Manufacturing/Administration 120,000 Leased
             Shunde, China      Manufacturing/Administration   9,282Sub-Leased
Seaboard     Fitchburg, MA      Administration/Manufacturing 260,000 Owned
             Miami, FL          Manufacturing                 90,000 Owned
             Brentwood, NY      Manufacturing                 35,000 Leased
             Red Oak, IA        Manufacturing/Administration 136,500 Owned
             Coshocton, OH      Manufacturing/Administration 240,000 Leased
                               (Four buildings)
TSI          Grand Prairie, TX  Manufacturing/Administration  15,000 Leased
             Shasta Lake City, CA  Manufacturing               5,000 Leased
             Riverview, FL      Manufacturing                 75,000 Leased
             Tampa, FL          Manufacturing                 20,000 Leased
Valmark      Fremont, CA        Manufacturing/Administration  46,000 Leased
             Fremont, CA        Manufacturing/Administration  15,000 Leased
Viewsonics   Boca Raton, FL     Administration/Distribution/
                                Research and Development      14,500 Leased
             Shanghai, China    Manufacturing/Administration  25,000 Leased
         St. Petersburg, Russia Manufacturing/Administration  10,000 Leased

DACCO also owns or leases thirty-five distribution centers, which
average  4,000  square  feet  in  size.   DACCO  maintains   five
distribution centers in Tennessee, four distribution  centers  in
Florida,  two distribution centers in each of Illinois,  Arizona,
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.

Merkle-Korff=s facilities are leased from the chairman of Merkle-
Korff  and    Northern=s  Liberty Lake, Washington,  facility  is
leased  from  a  general  partnership consisting  of  the  former
owners.  The Company believes that the terms of these leases  are
comparable to those which would have been obtained by the Company
had  these  leases  been entered into with an unaffiliated  third
party.

The  Company also has sales representatives in field  offices  in
Florida, Illinois, Ohio, Oregon, Virginia and internationally  in
Brazil,   Bulgaria,  Germany,  Malaysia,  Romania,   Russia   and
Slovakia.

To the extent that any of the Company's existing leases expire in
1999,  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.

Item 3.  LEGAL PROCEEDINGS

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 are not consolidated with the Company=s results  for
periods subsequent to January 21, 1997.

The  Company=s  subsidiaries are parties to various  other  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.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were  submitted to a vote of  security  holders
during the fiscal year ended December 31, 1998.


                                    PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

(a)  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.

(b)  At December 31, 1998, there were 19 holders of record of the
     Company's Common Stock.

(c)  The  Company  has  not declared any cash  dividends  on  its
     Common  Stock  since the Company's formation in  May,  1988.
     The  Indenture (the "Indenture"), dated as of  September  9,
     1997,  by  and  between the Company and First Bank  National
     Association, as Trustee, with respect to the 10 3/8%  Senior
     Notes   and   the  11  3/4%  Senior  Subordinated   Discount
     Debentures contain restrictions on the Company's ability  to
     declare  or  pay  dividends  on  its  capital  stock.    The
     Indenture  prohibits  the  declaration  or  payment  of  any
     dividends  or the making of any distribution by the  Company
     or  any  Restricted Subsidiary (as defined in the Indenture)
     other  than dividends or distributions payable in  stock  of
     the  Company  or  a Subsidiary and other than  dividends  or
     distributions payable to the Company.
Item 6.  SELECTED FINANCIAL DATA

     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, 1998.  The  financial
data  of the Company and its subsidiaries as of and for the years
ended  December  31,  1994 through 1998  were  derived  from  the
consolidated  financial  statements  of  the  Company   and   its
subsidiaries.

                             Year Ended December 31,           
                              (dollars in thousands)
                             1998     1997    1996    1995    1994
Operating data:(1)
Net sales..................$943,607$ 707,112$601,567$507,311$424,391
Cost of sales, excluding
 depreciation.............. 601,385  446,580 375,745 320,653 262,730
Gross profit, excluding
 depreciation.............. 342,222  260,532 225,822 186,658 161,661
Selling, general and
 administrative expense.... 193,426  148,921 150,951 121,371  97,428
Operating income ..........  91,696   55,444  13,392  32,360  42,944
Interest expense........... 109,705   82,455  63,340  46,974  40,887
Interest income ...........  (2,178)  (2,713) (2,538) (2,841) (1,471)
Income (loss) before income
 taxes, minority interest,
 equity in investee,
 and extraordinary item.... (22,550) (6,173) (47,410) (11,773)27,689
Income (loss) before extra-
  ordinary items (2)....... (31,407)(14,260) (51,884)  (7,470)23,741
Net income (loss) (2)      $(31,586)$(45,618)$(55,690)$(7,470)$23,741

Balance sheet data (at end of period):
Cash and cash equivalents $ 23,008 $ 52,500 $ 32,797 $ 41,253 $56,386
Working capital........... 189,065  176,508  123,479  115,387 123,395
Total assets..............1,043,888 930,231  681,885  532,384 398,474
Long-term debt (less
 current portion).........1,059,419   921,871   687,936  513,690 380,966
Net capital deficiency(3).$(208,144)$(175,285)$(130,281)$(74,479)
$(66,867)


(1)  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.

(2)  Net  income  in  1994 includes a gain from  the  sale  of  a
     partial  interest in Welcome Home of $24,161.  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 a stock appreciation  right
     and  other compensation agreements of $9,822,  the  loss  on
     the  purchase  of  an affiliate, $4,488,  and  restructuring
     charges  related  to Welcome Home, $8,106,  and  other  non-
     recurring  charges,  $4,136.   Net  loss  in  1997  includes
     compensation  expense related to a stock appreciation  right
     and  other compensation agreements of $15,871, 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  1998  includes  a loss on the sale of  a  subsidiary  of
     $6,299 and a loss on foreign translation of $3,020.

(3)  No  cash  dividends on the Company's Common Stock  have  been
     declared or paid.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION

Historical Results of Operations

     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,
1998,   1997  and  1996.   This  discussion  should  be  read   in
conjunction with the historical consolidated financial  statements
and  the related notes thereto contained elsewhere in this  Annual
Report.

     In 1996, Dura-Line was moved from the Consumer and Industrial
Products  segment to the Telecommunication Products  segment.   In
1997,  the  Retube product line of Dura-Line was  moved  from  the
Telecommunication Products segment to the Consumer and  Industrial
Products  segment.  In 1998 Sate-Lite and Beemak were reclassified
from  the  Consumer and Industrial Products segment to the  Jordan
Specialty  Plastics  segment.   Prior  period  results  were  also
realigned  into  these  new groups in order  to  provide  accurate
comparisons between periods.

                                        Year ended December 31,
                                     1998       1997       1996__
                                       (dollars in thousands)
Net Sales:
Specialty Printing & Labeling..    $120,160   $119,346     $109,587
Jordan Specialty Plastics......      71,568     24,038       20,120
Motors and Gears...............     275,833    148,669      117,571
Telecommunication Products(4)..     310,028    257,010      131,592
Welcome Home(3)................        -         2,456       81,855
Consumer and Industrial Products(4) 166,018    155,593      140,842
Total .....................        $943,607   $707,112     $601,567

Operating Income (1):
Specialty Printing & Labeling..       8,259      8,540        5,540
Jordan Specialty Plastics......       4,654      2,490         (592)
Motors and Gears...............      42,324     27,684       23,229
Telecommunication Products(4)..      30,791     13,258       13,828
Welcome Home(3)................         -       (1,107)     (15,975)
Consumer and Industrial Products(4)  17,105     16,012       13,222
     Total ....................    $103,133    $66,877      $39,252

Operating Margin (2):
Specialty Printing & Labeling..       6.9%        7.2%         5.1%
Jordan Specialty Plastics......       6.5%       10.4%        (2.9)%
Motors and Gears...............      15.3%       18.6%        19.8%
Telecommunication Products(4)..       9.9%        5.2%        10.5%
Welcome Home(3)................        -        (45.1)%      (19.5)%
Consumer  and  Industrial Products(4)10.3%       10.3%         9.4%
Combined (1)...................      10.9%        9.5%         6.5%

(1)  Before  corporate  overhead of $11,437 and $11,433,  for  the
     years  ended  December 31, 1998 and 1997,  respectively.  The
     Telecommunication Products operating income includes  expense
     of  $15,871 related to compensation agreements in 1997.   The
     operating  income  for the year ended December  31,  1996  is
     before  corporate  overhead  of  $17,500,  the  write-off  of
     $4,488  in notes receivable resulting from the Cape Craftsmen
     acquisition  and  the  charge of $3,872  for  a  compensation
     agreement.   Telecommunication  Products=  operating   income
     includes  the  AIM and Cambridge SARA expense of  $3,411  for
     the year ended December 31, 1996.
(2)  Operating margin is operating income divided by net sales.
(3)  For  the period from January 1, 1997 to January 21, 1997, the
     date  of  the  Chapter  11  filing (See  Footnote  3  to  the
     financial statements).
(4)  Jordan  Telecommunication Products includes Diversified  Wire
     and  Cable  for the period from January 1, 1998  to  July  8,
     1998.   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 15 to the financial statements).

     Specialty Printing & Labeling.  As of December 31, 1998,  the
Specialty Printing  and  Labeling group consisted of SPAI,  Valmark,  Pamco,
and Seaboard.

     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.
     
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
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.
     
     1997  Compared to 1996.  Net sales increased $9.8 million  or
8.9%  and operating income increased $3.0 million or 54.2%.  Sales
increased  due to higher sales of ad specialty products  at  SPAI,
$2.2   million,  increased  sales  of  labels  and  graphic  panel
overlays  and membrane switches at Valmark, $1.0 million and  $0.6
million,  respectively,  higher sales of  labels  at  Pamco,  $0.3
million,  and  increased sales of folding boxes at Seaboard,  $7.3
million,  due  to  the  acquisition  of  Seaboard  in  May   1996.
Partially  offsetting  these increases  were  decreased  sales  of
calendars  and  school  annuals at SPAI,  $0.1  million  and  $0.2
million,  respectively, and lower sales of  shielding  devices  at
Valmark, $1.3 million.

Operating  income  increased  due to higher  operating  income  at
SPAI,  $0.6  million, increased operating income at Valmark,  $0.1
million,  and  higher operating income at Seaboard, $2.6  million.
Partially  offsetting  these  increases  was  decreased  operating
income  at  Pamco, $0.3 million.  The higher operating  income  at
SPAI  was due to lower selling, general, and administrative costs,
primarily  medical insurance and commissions, while  the  increase
at  Valmark  was  due to higher sales and lower  operating  costs.
The  decrease in operating income at Pamco was attributed to lower
gross  profit stemming from decreased sales of custom-made labels.
Operating  margin increased 2.1%, from 5.1% in  1996  to  7.2%  in
1997,  primarily due to higher sales and lower operating costs  as
discussed above.

Jordan  Specialty Plastics.  As of December 31, 1998,  the  Jordan
Specialty Plastics group consisted of Sate-Lite, Beemak,  Deflecto
and Rolite.

     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  product  at  Beemak, $0.6 million  and  $0.2  million,
respectively.
     
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.

     1997  Compared to 1996.  Net sales increased $3.9 million  of
19.5%.   The  increase  in  net sales was  partially  due  to  the
acquisition  of  Arnon-Caine by Beemak in  January  1997.   Arnon-
Caine  contributed  net sales of $3.9 million  in  1997.   Further
contributing  to  the  increase in 1997 net sales  were  increased
sales  of  bicycle reflectors and custom molded products at  Sate-
Lite,  $0.5  million  and  $0.2 million, respectively.   Partially
offsetting  these  increases  were  decreased  sales  of   plastic
injection  molded products of Beemak, $0.7 million.  The  increase
in  bicycle reflector sales at Sate-Lite was primarily due to  the
extension of sales of bicycle reflectors into Asian markets.

Operating  income increased $3.1 million or 520.6%.  The  increase
in operating income was partially due to the acquisition of Arnon-
Caine  which contributed operating income of $1.4 million in 1997.
In  addition, operating income increased at Sate-Lite  and  Beemak
(excluding   Arnon-Caine),   $1.1  million   and   $0.6   million,
respectively.  The increase in operating income was primarily  due
to  higher gross profit at Sate-Lite stemming from increased sales
of  custom  molded  product and decreased  operating  expenses  at
Beemak due to a focused cost cutting program.

Operating  margin increased to 10.4% in 1997 from (2.9)%  in  1996
due to the reasons mentioned above.

     Motors  and  Gears.  As of December 31, 1998, the Motors  and
Gears  group consisted of Imperial, Gear, Merkle-Korff, FIR, ED&C,
Motion  Control, and Advanced DC.  Effective January 1997, Barber-
Colman   became  a  fully  integrated  division  of  Merkle-Korff.
Motors  and  Gears  operates in three separate business  segments;
sub-fractional motors, fractional/integral motors,  and  controls.
Motors  and  Gears entered the controls business  segment  through
the acquisitions of ED&C and Motion Control during 1997.
     
     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.

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.

     1997  Compared  to 1996.   Net sales increased $31.1  million
or  26.5%  and operating income increased $4.5 million  or  19.2%.
Sales  increased partially due to the acquisitions of FIR in  June
1997,  ED&C in October 1997, and Motion Control in December  1997.
These companies contributed $14.8 million, $1.8 million, and  $1.2
million, respectively, in 1997, or 57.2% of the total increase  in
net  sales.   In  addition, net sales increased due  to  an  18.2%
increase in sales of sub-fractional motors at Merkle-Korff  and  a
24.0%  increase  in sales of planetary gears at  Gear.   Partially
offsetting  these  increases  was a  6.6%  decrease  in  sales  of
fractional/integral motors at Imperial.  The sales increases  were
primarily  due  to strong sales of sub-fractional  motors  in  the
vending and appliance markets and strong sales of planetary  gears
in   the  floor  care  market.   The  decrease  in  net  sales  of
fractional/integral motors was primarily due to  unusually  strong
sales  in  the first half of 1996 resulting from the high  backlog
of orders accumulated in the fourth quarter of 1995.

The  increase  in  operating  income  was  primarily  due  to  the
increase in sales of sub-fractional motors and planetary gears  as
discussed  above.   Partially  offsetting  these  increases   were
slightly   decreased  gross  margins  in  the  fractional/integral
motors  group due to FIR operating at slightly lower gross margins
than  the  rest  of  the group, and increased  operating  expenses
attributed to the acquisitions of Barber-Colman in 1996, and  FIR,
ED&C  and Motion Control in 1997.  Operating margin decreased 1.2%
from  19.8%  in 1996 to 18.6% in 1997, due to the decreased  gross
margins and increased operating expenses discussed above.

     Telecommunication  Products.  As of December  31,  1998,  the
Telecommunication   Products   group   consisted   of   Dura-Line,
Electronic  Connectors and Components, Viewsonics,  Bond,  K  &  S
Sheet  Metal, Northern, LoDan, EEI and TSI.  Due to the similarity
of  many  of the Telecommunication Products subsidiaries=  product
lines,  management evaluates, oversees and manages  the  companies
based  on  three product group segments:  Infrastructure  Products
and  Equipment which includes Dura-Line, Viewsonics, Northern  and
EEI;  Electronic  Connectors  and  Components;  and  Custom  Cable
Assemblies and Specialty Wire and Cable which includes Bond,  K  &
S Sheet Metal, LoDan and TSI.
     
     1998 Compared to 1997.  Net sales increased $53.0 million  or
20.6%  and  operating income increased $17.5  million  or  132.2%.
The  increase  in  sales was due to the 1998  acquisition  of  K&S
Sheet  Metal  and  the 1997 acquisitions of TSI, LoDan,  and  EEI.
These  companies contributed net sales in 1998 of  $12.0  million,
$45.7  million,  $28.8  million, and $17.3 million,  respectively,
compared to net sales in 1997 of $4.4 million, $14.7 million,  and
$7.5  million  for  TSI, LoDan, and EEI, respectively.   Partially
offsetting these increases were decreased sales at Diversified  of
$15.2  million  due  to the divestiture of that  company  in  July
1998.   In addition, sales decreased due to a slowdown of business
at Bond and in the Connectors group.
     
Operating income increased primarily due to a $15.9 million  Stock
Appreciation  Rights  ("SAR")  expense  incurred  in  April   1997
related  to  the  Company's  acquisition  of  Dura-Line  in  1988.
Excluding  the  effects of the SAR expense,  operating  income  in
1998  increased $5.3 million or 18.2%.  This increase was  due  to
the  acquisition of K&S Sheet Metal in 1998 and TSI and  LoDan  in
1997,  as  mentioned above.  These companies contributed operating
income  in  1998 of $2.8 million, $7.5 million, and $3.1  million,
respectively,  compared  to  operating  income  in  1997  of  $0.1
million   and  $1.0  million  for  TSI  and  LoDan,  respectively.
Partially  offsetting  these  increases  was  decreased  operating
income  at  Diversified, $0.8 million, due to  the  sale  of  that
company  in  1998.   Operating  income  also  decreased   in   the
Connectors   group   due  to  the  initial   costs   incurred   of
centralizing  manufacturing, sales and marketing, and headquarters
at  Johnson  Components'  facility  in  Minnesota.   In  addition,
corporate  expenses increased due to a full year  of  overhead  in
1998  compared  to  five  months  in  1997,  as  Telecommunication
Products was formed in August 1997.

Operating  margin increased 4.7%, from 5.2% in  1997  to  9.9%  in
1998,  primarily  due  to the reduction of SAR  expense  in  1998.
Excluding SAR expense, operating margin would have been  11.3%  in
1997.   The decrease in operating margin excluding SAR expense  is
due to the reasons mentioned above.
     
     1997  Compared  to 1996.  Net sales increased $125.4  million
or  95.3%  and  operating income decreased $0.6 million  or  4.1%.
The  increase  in net sales was primarily due to the  acquisitions
of  Johnson,  Diversified, Viewsonics, Vitelec, and Bond  in  1996
and  Northern,  LoDan,  EEI  and TSI  in  1997.   These  companies
contributed  net  sales  of $19.8 million,  $31.3  million,  $12.4
million,  $5.4  million,  $21.8  million,  $23.3  million,   $14.7
million,  $7.5  million, and $4.4 million, respectively,  in  1997
compared to net sales in 1996 of $16.9 million for Johnson,  $13.9
million  for  Diversified,  $5.1  million  for  Viewsonics,   $2.4
million  for Vitelec, and $3.6 million for Bond. In addition,  net
sales   increased   $26.7  million  due   to   higher   sales   of
infrastructure   products   and  equipment,   particularly   cable
conduit.   This increase was primarily due to higher international
sales  resulting from the addition of new manufacturing facilities
in Mexico and China.

Operating  income  decreased primarily due to  a  SAR  expense  of
$15.9  million in 1997 related to the acquisition of Dura-Line  in
1988,  and additional corporate expenses and management  fees  due
to  the  new  acquisitions mentioned above.  Operating  income  at
Dura-Line,   excluding  SAR,  increased  $2.2  million   in   1997
primarily  due  to  higher  sales  of  cable  conduit  in  Europe,
particularly  in  the Czech Republic.  Partially  offsetting  this
decrease  is  operating income contributed by the  1996  and  1997
acquisitions.   These  companies contributed operating  income  in
1997  of  $3.6 million, $1.4 million, $3.7 million, $1.0  million,
$2.7  million, $4.3 million, $1.1 million, $1.0 million  and  $0.1
million,  respectively, compared to operating income  in  1996  of
$2.9  million  for  Johnson, $0.7 million  for  Diversified,  $0.5
million  for  Vitelec,  and $0.3 million for  Bond.  In  addition,
operating  income  at  AIM increased $2.3  million  due  to  Stock
Appreciation  Rights  (ASAR@) expense of  $3.4  million  in  1996.
Operating  income  at Aim, excluding SAR expense,  decreased  $1.1
million  in 1997 primarily due to lower domestic sales  and  gross
profits.

Operating  margin decreased 5.3%, from 10.5% in 1996  to  5.2%  in
1997.   Excluding the SAR expenses, operating margins  would  have
decreased  1.8%,  from  13.1%  in 1996  to  11.3%  in  1997.   The
decrease  in  operating margin was primarily due to  international
market  development costs in 1997 not incurred in 1996  and  lower
operating margins at AIM.

     Welcome  Home.   (See  note 3 to the  Consolidated  Financial
Statements.)

     1998 Compared to 1997.   Net sales decreased $2.5 million  or
100.0%,  and the operating loss decreased $1.1 million or  100.0%.
Due  to  Welcome Home filing Chapter 11 bankruptcy on January  21,
1997,  the results of operations of Welcome Home are not  included
in the consolidated results of the Company at December 31, 1998.
     
     1997 Compared to 1996.  Net sales decreased $79.4 million  or
97.0%,  while the operating loss decreased $14.9 million or 93.1%.
These  fluctuations  are  the  direct  result  of  Welcome  Home=s
Chapter  11 bankruptcy filing on January 21, 1997 (see note  3  to
the  financial  statements).   As a  result  of  the  filing,  the
Company  no  longer has the ability to control the operations  and
financial  affairs of Welcome Home.  Accordingly, the  results  of
operations  of Welcome Home from January 21, 1997 to December  31,
1997,  are  not  included  in  the  consolidated  results  of  the
Company.   Since  January 21, 1997 the Company has  accounted  for
its  investment  in  Welcome  Home  under  the  equity  method  of
accounting.

     Consumer  and Industrial Products.  As of December 31,  1998,
the  Consumer  and Industrial Products group consisted  of  DACCO,
Riverside, Parsons, Cape, Cho-Pat and Dura-Line Retube.

     1998 Compared to 1997.  Net sales increased $10.4 million  or
6.7%  and  operating income increased $1.1 million or  6.8%.   Net
sales  increased  primarily  due to  increased  sales  of  rebuilt
converters at Dacco, $4.2 million, higher sales of Bibles,  books,
videos,  music and gifts at Riverside, $0.5 million, $3.9 million,
$0.9  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.   Sales
increased  at  Dacco  due  to  additional  market  share  and  the
addition  of  eight retail stores in 1998, and 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.
     
Operating  income  increased  due to higher  operating  income  at
Dacco,   Parsons,  Cape,  Cho-Pat,  and  Dura-Line  Retube,   $1.5
million,  $0.3  million,  $2.5 million,  $0.2  million,  and  $0.3
million,  respectively.  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 remained consistent with 1997.

     1997  Compared  to 1996.   Net sales increased $14.8  million
or  10.5%.   The increase in net sales was partially  due  to  the
acquisitions  of  Cape and Paw Print in July  and  November  1996,
respectively,  and  Cho-Pat  in September  1997.  These  companies
contributed  net  sales of $12.8 million, $5.5  million  and  $0.4
million,  respectively, in 1997 compared to net sales in  1996  of
$1.3  million  for Cape and $1.6 million for Paw  Print.   Further
contributing  to  the rise in 1997 net sales were increased  sales
of  soft  parts and scrap at Dacco, $0.6 million and $0.2 million,
respectively,  higher  sales of Bibles, books,  audio  tapes,  and
music  at Riverside, $0.9 million, $1.4 million, $1.0 million  and
$0.8  million respectively, increased sales of aircraft  parts  at
Parsons,  $7.6 million, and higher sales of plastic pipe at  Dura-
Line  Retube, $0.2 million.  Partially offsetting these  increases
were   decreased  sales  of  rebuilt  converters  at  Dacco,  $1.8
million,  lower  contract distribution sales  at  Riverside,  $3.1
million, and lower sales at Hudson, $8.8 million, due to the  sale
of  that company.  The sales increases were primarily due  to  the
increased  focus on sales of soft parts through an  expanded  line
of  retail  stores  at Dacco, the resolution  of  computer  system
problems  at  Riverside  which  negatively  impacted  the   fourth
quarter  of 1996 and strong sales of aircraft parts to  Boeing  at
Parsons.   The  decrease  in net sales of  rebuilt  converters  at
Dacco  was primarily due to good weather in the Northeastern  part
of   the   United  States,  while  the  lower  sales  to  contract
distribution customers at Riverside were due to less focus on  the
lower margin contract distribution business and more focus on  the
higher margin publishing and distribution business.

Operating  income increased $2.8 million or 21.1%.   The  increase
in  operating income was partially due to the acquisitions of Cape
and  Paw Print. These companies contributed $0.4 million and  $1.5
million,  respectively, in 1997, compared to operating  income  in
1996  of  ($0.3) million for Cape.  In addition, the increase  was
due  to  higher operating income at Riverside, $0.9  million,  and
Parsons  $2.7 million.  These increases were partially  offset  by
decreased  operating  income at Dacco, $2.3  million  and  Hudson,
$0.7  million,  due  to  the divestiture  of  that  company.   The
increase  in  operating  income  was  primarily  due  to  improved
product  mix  at Riverside and increased gross profit  at  Parsons
due  to  higher  sales  of  titanium  hot  formed  products.   The
offsetting  decrease  to operating income at Dacco  was  primarily
due   to   lower  sales  and  slightly  higher  material   prices.
Operating  margin increased to 10.3% in 1997 from  9.4%  in  1996,
due to the reasons mentioned above.

     Consolidated    Operating   Results.     (see    Consolidated
Statements of Operations).

     1998  Compared to 1997.  Net sales increased $236.5 or  33.5%
and  operating  income  increased $36.3  million  or  65.4%.   The
increase  in  sales was primarily due to the 1998 acquisitions  of
Deflecto  and  Rolite  in  the Jordan  Specialty  Plastics  group,
Advanced DC in the Motors and Gears group, and K&S Sheet Metal  in
the  Telecommunication Products 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,  TSI,  LoDan,  and  EEI  in the Telecommunication  Products
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 divestiture  in
1998  of  Diversified in the Telecommunication Products group  and
the  divestitures in 1997 of Hudson and Paw Print in the  Consumer
and Industrial Products group.
     
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,   a
reduction  in SARs as the Dura-Line SAR was expensed in 1997,  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,  higher
depreciation  and  amortization  related  to  the  1998  and  1997
acquisitions,  and  initial  expenses  incurred  to  combine   the
manufacturing  and sales and marketing functions of the  Connector
companies.  In addition, the divestitures of Diversified,  Hudson,
and   Paw  Print  reduced  operating  income.   Operating   margin
increased  1.9%,  from 7.8% in 1997 to 9.7% in  1998  due  to  the
reasons mentioned above.
     
Interest  expense  increased $27.3 million or  33.1%  due  to  the
Company's  refinancing in July 1997, 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.
     
     1997  Compared  to 1996.  Net sales increased $105.5  million
or  17.6%, and operating income increased $42.1 million or 314.0%.
The  increase  in sales was primarily due to the 1997 acquisitions
of  Arnon-Caine in the Jordan Specialty Plastics group, FIR, ED&C,
and  Motion  Control  in  the Motors and  Gears  group,  Northern,
LoDan,  EEI, and TSI in the Telecommunication Products group,  and
Cho-Pat  in  the  Consumer and Industrial Products  group.   Sales
also  increased  from  the benefit of a  full  year  of  sales  at
Seaboard  in  the Specialty Printing and Labeling  group,  Barber-
Colman  in  the  Motors  and  Gears group,  Johnson,  Diversified,
Viewsonics,  Vitelec,  and Bond in the Telecommunication  Products
group,  and  Cape  in the Consumer and Industrial Products  group.
In  addition, sales increased due to higher sales of ad  specialty
products  at  SPAI,  increased sales of sub-fractional  motors  at
Merkle-Korff,  higher sales of planetary gears at Gear,  increased
sales  of  cable  conduit  at Dura-Line, and  increased  sales  of
titanium  aircraft parts at Parsons.  Partially  offsetting  these
increases,  were  lower  sales of shielding  devices  at  Valmark,
decreased  sales  of fractional/integral motors at  Imperial,  and
lower  sales at Welcome Home due to its deconsolidation  from  the
Company=s financial statements.

Operating   income   increased   primarily   due   to   the   1997
acquisitions, a full year of operations at the companies  acquired
in   1996,  lower  medical  and  commissions  expenses  at   SPAI,
increased  gross profits at Sate-Lite from sales of custom  molded
products,  lower  compensation expenses at AIM as  their  SAR  was
expensed  in  1996,  and  higher gross  profits  at  Parsons.   In
addition,  operating  income increased due to the  deconsolidation
of  Welcome  Home.   Partially  offsetting  these  increases  were
decreased  gross  profits at Pamco stemming from  lower  sales  of
custom   labels,   decreased  gross  profits  at  FIR,   increased
operating   expenses   attributed  to   the   Motors   and   Gears
acquisitions,  higher  operating expenses  at  Dura-Line  stemming
from  the  SAR  expense, lower sales and slightly higher  material
prices  at DACCO, and decreased operating income at Hudson due  to
the  divestiture  of  the company in May  of  1997.   Consolidated
operating  margin increased 5.6%, from 2.2% in  1996  to  7.8%  in
1997 due to the above factors.

Interest  expense increased $19.1 million or 30.2%  primarily  due
to  the  increase  in long-term debt stemming from  the  Company=s
refinancing in July 1997.

Liquidity and Capital Resources

     The  Company  had  approximately $189.1  million  of  working
capital  at  the  end  of  1998 compared to  approximately  $176.5
million at the end of 1997.  The increase in working capital  from
1997  to  1998 was primarily due to higher receivables, inventory,
and  other  current  assets of $26.4 million, $15.7  million,  and
$5.0  million.   The  increase  in working  capital  can  also  be
attributed to lower accrued expenses and current portion of  long-
term  debt of $1.8 million and $3.4 million, respectively.   These
increases  in  working  capital are  partially  offset  by  higher
accounts payable of $12.0 million.

     The   Company  has  acquired  businesses  through   leveraged
buyouts,  and  as  a result has significant debt  in  relation  to
total  capitalization.  See ABusiness@. 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.

     In  connection  with each acquisition of  a  subsidiary,  the
subsidiary  entered  into  intercompany  notes,  and  intercompany
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.

     Management  expects  continued  growth  in  net   sales   and
operating  income in 1999.  Capital spending levels  in  1999  are
anticipated  to  be consistent with 1998 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.

     The  Company is, and expects to continue to be, in compliance
with the provisions of its Indentures.

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

Net  cash  provided  by operating activities for  the  year  ended
December  31,  1998 was $29.4 million, compared to  $17.5  million
provided  from  operating activities during  the  same  period  in
1997.  The increase is primarily attributed to increased operating
income  resulting  from the Company's recent acquisitions  and  is
partially offset by increases in working capital requirements.

Net  cash used in investing activities for the year ended December
31,  1998 was $140.5 million, compared to $180.6 million  used  in
investing  activities  during  the  same  period  in  1997.    The
decrease  is  due primarily to a reduction in both the  number  of
acquisitions   and   the  aggregate  purchase   price   of   these
acquisitions  in  1998.  Partially offsetting  this  decrease  are
higher  capital expenditures in 1998 as well as new investment  in
an affiliate.

Net  cash  provided  by financing activities for  the  year  ended
December  31,  1998 was $79.1 million, compared to $184.7  million
provided  from  financing activities during  the  same  period  in
1997.   The decrease is primarily due to debt issuances  from  the
Company,  Motors  and  Gears, Inc., and  Jordan  Telecommunication
Products,  Inc.  and the Jordan Telecommunication  Products,  Inc.
preferred  stock issuance which were completed in 1997.  Partially
offsetting   these  decreases  were  increased  borrowings   under
revolving  credit  facilities  in  order  to  finance   the   1998
acquisitions, and reductions in the repayment of long-term debt.

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 purchase
price),  pay  certain  transaction costs  and  repay  indebtedness
under a Revolving Credit Agreement.

The  Company is party to various credit agreements under which the
Company   is   able  to  borrow  up  to  $260  million   to   fund
acquisitions,  provide  working  capital  and  for  other  general
corporate  purposes.  The credit agreements provide for  revolving
lines  of  credit  of $260 million that 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  31,  1999,  the Company  had  approximately  $130.8
million of available funds under these arrangements.

Impact of Inflation

     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.

Year 2000

The Company has assembled an internal project team that is
addressing the issue of computer programs and embedded computer
chips being unable to distinguish between the year 1900 and the
year 2000.  The project team has developed and is in the process
of implementing a three-step plan intended to result in the
Company's operations continuing with no or minimal interruption
through the Year 2000.

For purposes of this discussion, "Year 2000 compatible" means
that the computer hardware, software or device in question will
function in 2000 without modification or adjustment or will
function in 2000 with a one-time manual adjustment.  However,
there can be no assurance that any such Year 2000 compatible
hardware, software or device will function properly when
interacting with any Year 2000 noncompatible hardware, software
or device.

Process Overview

The first step in the Company's plan is to inventory all of its
computer hardware and software and all of its devices having
embedded computer technology.  The Year 2000 project team is
focusing on five areas: (i) business systems; (ii) production
(e.g., desk top computers); (iii) financial management (e.g.,
banking software, postage equipment and time clocks); (iv)
facilities (e.g., heating and air conditioning systems,
elevators, telephones, and fire and security systems); and (v)
significant vendors and customers.  The inventory was complete as
of December 31, 1998.

In the second step, the project team is determining whether each
inventoried system, device, customer or vendor is Year 2000
compatible.  In the third step, those that are not compatible
will be upgraded or replaced.

Business systems.  The Company's subsidiaries are in the process
of assessing whether their business systems are Year 2000
compatible and what remediation may be required to make them
compatible.

Production, financial management and facilities.  Once they have
been inventoried, each device and each piece of hardware and non-
business system software (a "Non-System Item") that can be tested
by the Company is being tested for the Year 2000 compatibility.
In the case of any Non-System Items that cannot be tested, the
vendor is being asked for a certification regarding
compatibility.  Each Non-System Item that is noncompatible will
be either upgraded or replaced.  A portion of the Non-System
Items that have been inventoried to date have been tested or
certified by the vendor.  The Company expects substantially all
of its Non-System Items will have been tested or certified and
upgraded or replaced by the end of the third quarter of 1999.

Customers and vendors.  The project team has just begun the
process of contacting each of the Company's significant customers
and vendors and requesting that they apprise the Company of the
status of their year 2000 compliance programs.  There can be no
assurance as to when this process will be completed.

Costs

The total costs associated with the Company becoming Year 2000
compatible is not expected to be material to its financial
position.  The estimate of the cost to upgrade or replace Non-
System Items is very preliminary and the Company expects to
develop a more definitive estimate once the inventory has been
completed and the testing/certification process is further along.

Risks

The failure to correct a material Year 2000 problem could result
in an interruption in or failure of certain normal business
activities or operations of the Company.  Such failures could
have a material adverse effect on the Company.  Due to the
general uncertainty inherent in the Year 2000 problem, resulting
in part from the uncertainty of Year 2000 compliance by the
Company's significant customers and vendors, the Company is
unable to determine at this time whether the consequences of Year
2000 noncompliance will have a material adverse effect on the
Company, although its Year 2000 project is expected to
significantly reduce that uncertainty.

The  Company  believes  that the areas that present  the  greatest
risk  to  the Company are (i) disruption of the Company's business
due  to Year 2000 noncompatibility of one of its critical business
systems  and  (ii) disruption of the business of  certain  of  its
significant customers and vendors due to their noncompliance.   At
this  time, the Company believes that all of its business  systems
will  be  Year  2000 compatible before the end of  1999.   Whether
disruption   of   a  customer's  or  vendor's  business   due   to
noncompliance will have a material adverse effect on  the  Company
will  depend on several factors including the nature and  duration
of  the  disruption,  the significance of the customer  or  vendor
and,  in  the  case  of  vendors, the  availability  of  alternate
sources  for the vendor's products.  The Company is in the process
of  developing  a  contingency plan to address any  material  Year
2000  noncompliance issues and expects to have the plan  completed
by the end of 1999.

Item  7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISKS

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,  1998,  the Company has $164.0 million  of  variable
rate  debt  outstanding.   A  one  percentage  point  increase  in
interest  rates would increase the amount of annual interest  paid
by  approximately $1.6 million.  The Company does not believe that
its  market risk financial instruments on December 31, 1998  would
have a material effect on future operations or cash flows.




Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Page No.


     Reports of Independent Auditors ..................        41

     Consolidated Balance Sheets as of December 31,
         1998 and 1997.................................        46

     Consolidated Statements of Operations for the
         years ended December 31, 1998, 1997 and 1996..        47

     Consolidated Statements of Changes in
         Shareholders' Equity (Net Capital Deficiency)
         for the years ended December 31, 1998, 1997
         and 1996......................................         48

     Consolidated Statements of Cash Flows for the
         years ended December 31, 1998 1997 and 1996...         49

     Notes to Consolidated Financial Statements........         51


<PAGE>

                 Report of Independent Auditors
                                
                                
                                
The Board of Directors and Shareholders
Jordan Industries, Inc.
                                
                                
We  have  audited the accompanying consolidated balance sheets  of
Jordan Industries, Inc. as of December 31, 1998 and 1997, and  the
related   consolidated  statements  of  operations,  shareholders=
equity  (net capital deficiency), and cash flows for each  of  the
three  years in the period ended December 31, 1998.    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  the  schedule based on our audits.   We  did  not
audit  the  financial  statements of  certain  subsidiaries  whose
statements  reflect total assets constituting 15% and  19%  as  of
December   31,  1998  and  1997,  respectively,  and   net   sales
constituting 12%, 10%, and 3% for each of the three years  in  the
period  ended  December  31,  1998, 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.

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 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.

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,  1998  and
1997, and the consolidated results of its operations and its  cash
flows  for  each  of the three years in the period ended  December
31,   1998,  in  conformity  with  generally  accepted  accounting
principles.     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.


                                        ERNST & YOUNG LLP

Chicago, Illinois
March 31, 1999
<PAGE>



                  Independent Auditors= Report



Board of Directors
Diversified Wire & Cable, Inc.
Troy, Michigan

We have audited the balance sheets of Diversified Wire & Cable,
Inc. as of December 31, 1997 and 1996 and the related statements
of operations, changes in stockholders= equity and cash flows for
the year ended December 31, 1997 and for the period June 25, 1996
(Commencement of Operations) through December 31, 1996,
respectively, (not separately presented herein).  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.

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 misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosure 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.

In our opinion the financial statements referred to above present
fairly, in all material respects, the financial position of
Diversified Wire & Cable, Inc. as of December 31, 1997 and 1996,
and the results of its operations, the changes in stockholders=
equity and its cash flows for the year ended December 31, 1997
and for the period June 25, 1996 through December 31, 1996,
respectively, in conformity with generally accepted accounting
principles.



                                        Mellen, Smith & Pivoz,
P.C.
Bingham Farms, Michigan
January 22, 1998

<PAGE>



                    INDEPENDENT AUDITOR=S REPORT


To the Board of Directors of
Fir Group


     We have audited the consolidated balance sheet of Fir Group
(the ACompany@) composed of FIR Elettromeccanica S.p.A., CIME
S.P.A., Selin Sistemi S.p.A., TEA S.r.1. and Nuova BETA S.r.1. as
of October 31, 1998 and 1997, and the related consolidated
statements of income, retained earnings, and cash flows for the
year and for the five months then ended.  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.

     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 audit provides a reasonable basis for our
opinion.

     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, 1998 and
1997, and the results of its operations and its cash flows for
the year and for the five months then ended, in conformity with
generally accepted accounting principles.


                              COOPERS & LYBRAND S.p.A.
                         
Milan, 27 February 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Motion Control Engineering, Inc.:

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, 1998 and 1997, and the
related statements of income, shareholders= equity and cash flows
for the year ended December 31, 1998 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.

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 from 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.

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, 1998 and
1997, and the results of its operations and its cash flows for
the year ended December 31, 1998 and for the 13 days ended
December 31, 1997 in conformity with generally accepted
accounting principles.


                              ARTHUR ANDERSEN LLP
                              

Sacramento, California
February 9, 1999
<PAGE>


                  Independent Auditors= Report


To the Board of Directors and Stockholders
Northern Technologies Holdings, Inc.


We have audited the balance sheet of Northern Technologies
Holdings, Inc. as of December 31, 1998 and 1997 and the related
consolidated statements of income, stockholder=s equity, and cash
flows for the years then ended.  These consolidated financial
statements are the responsibility of the Company=s management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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 misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosure 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.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Northern Technologies Holdings, Inc. as of December
31, 1998 and 1997, and the results of its operations and cash
flows for the year then ended in conformity with generally
accepted accounting principles.


                                        Moss Adams LLP
Spokane, Washington
January 22, 1999

<PAGE>



                     JORDAN INDUSTRIES, INC.
                   CONSOLIDATED BALANCE SHEETS
                     (dollars in thousands)
                                
                                                 December 31,
                                              1998          1997
     ASSETS
Current assets:
  Cash and cash equivalents                  $23,008      $52,500
  Accounts receivable, net of allowance
     of $4,493 and $3,645 in 1998 and 1997,
     respectively                            160,586      134,177
  Inventories                                139,720      124,000
  Prepaid expenses and other current assets   17,724       12,706
Total current assets                         341,038      323,383

Property, plant and equipment, net           139,578      105,070
Investments in and advances to affiliates      1,722        1,722
Goodwill, net                                491,510      433,294
Other assets                                  70,040       66,762
     Total Assets                         $1,043,888     $930,231

LIABILITIES    AND   SHAREHOLDERS'   EQUITY
(NET CAPITAL DEFICIENCY)

Current liabilities:
  Notes payable                                 $737       $2,650
  Accounts payable                            70,798       58,781
  Accrued liabilities                         68,722       70,473
  Advance deposits                             5,580        5,424
  Current portion of long-term debt            6,136        9,547
     Total current liabilities               151,973      146,875

Long-term debt                             1,059,419      921,871
Other noncurrent liabilities                  12,762       13,403
Deferred income taxes                          1,444        1,444
Minority interest                                785           88
Preferred stock                               25,649       21,835

Shareholders' equity (net capital deficiency):
  Common stock $.01 par value:
    authorized - 100,000 shares
    issued and outstanding - 98,501 shares
     in 1998 and 1997                              1            1
  Additional paid-in capital                   2,116        2,116
  Accumulated other comprehensive income       2,038         (504)
  Accumulated deficit                       (212,299)    (176,898)
     Total shareholders' equity (net capital
      deficiency)                           (208,144)    (175,285)
     Total Liabilities and Shareholders' Equity
      (Net Capital Deficiency)            $1,043,888     $930,231

  
                           See accompanying notes.
<PAGE>


                    JORDAN INDUSTRIES, INC.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                     (dollars in thousands)

                                                Year ended December 31,
                                               1998      1997     1996

Net sales                                    $943,607    $707,112  $601,567
Cost of sales, excluding depreciation         601,385     446,580   375,745
Selling, general and administrative expense   193,426     148,921   150,951

Depreciation                                   23,180      19,612    18,939
Amortization of goodwill and other intangibles 21,867      15,709    11,499
Stock appreciation right and compensation
  agreements                                     -         15,871     9,822
Loss on purchase of an affiliated company        -           -        4,488
Management fees and other                       9,033       4,975     4,489
Loss on foreign currency transactions           3,020        -         -
Restructuring charges                            -           -        8,106
Other non-recurring charges                      -           -        4,136
  Operating income                             91,696      55,444    13,392

Other (income) and expenses:
     Interest expense                         109,705      82,455    63,340
     Interest income                           (2,178)     (2,713)   (2,538)
     Loss (gain) on sale of subsidiaries        6,299     (17,081)     -
     Other                                        420      (1,044)     -
        Total other expenses                  114,246      61,617    60,802

Loss before income taxes, minority
  interest, equity in investee and
  extraordinary item                          (22,550)     (6,173)  (47,410)
Provision for income taxes                      8,162       6,575     4,415
Loss before minority interest, equity in
 investee and extraordinary items             (30,712)    (12,748)  (51,825)
Minority interest                                 695      (1,874)       59
Equity in losses of investee                        -       3,386         -
Loss before extraordinary items               (31,407)    (14,260)  (51,884)
Extraordinary loss                                179      31,358     3,806
  Net loss                                   $(31,586)   $(45,618) $(55,690)


                    See accompanying notes.
<PAGE>



                            JORDAN INDUSTRIES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (NET CAPITAL DEFICIENCY)
                             (dollars in thousands)

                  Common Stock                        Accumu-
                                          Note     lated other
                             Additional Receivable  Compre-   Accumu-
            Number of         Paid-in     from     hensive     lated
             Shares    Amount Capital    Officer    income    Deficit  Total

Balance at January 1, 1996

             93,501      $1  $1,097       $-       $(778)   $(76,674) $(76,354)
Common stock
issuance      1,500      -    1,460      (1,460)      -         -         -

Cumulative
 translation
 adjustment     -        -      -          -       1,763        -        1,763

Net Loss        -        -      -          -         -    -  (55,690)  (55,690)

Comprehensive
 income         -        -      -          -         -          -      (53,927)

Balance at December 31, 1996

            95,001       1   2,557      (1,460)      985    (132,364) (130,281)
Purchase
of common
stock       (1,500)      -  (1,460)      1,460        -        -          -

Issuance of
common stock 5,000       -   1,019        -           -        -         1,019

Sales of
subsidiary
to Related
party         -          -     -          -           -        1,084     1,084


Cumulative
translation
adjustment    -          -     -          -         (1,489)      -      (1,489)

Net Loss      -          -     -          -           -      (45,618)  (45,618)

Comprehensive
 income       -          -     -          -           -          -     (47,107)

Balance  at December 31, 1997

           98,501        1   2,116        -           (504) (176,898) (175,285)

Non-cash
dividends to
third parties -          -     -          -           -       (3,815)   (3,815)

Cumulative
translation
adjustment    -          -     -          -          2,542       -       2,542

Net loss      -          -     -          -            -     (31,586)  (31,586)

Comprehensive
income        -          -     -          -            -         -     (29,044)

Balance  at  December 31, 1998

            98,501      $1  $2,116       $-        $2,038 $(212,299) $(208,144)


                           See accompanying notes.

<PAGE>


                    JORDAN INDUSTRIES, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)

                                                  Year Ended December 31,
                                                 1998     1997     1996
Cash flows from operating activities:
  Net loss                                   $(31,586)$(45,618)$(55,690)
   Adjustments to reconcile net loss
      to net cash provided by operating
      activities:                
         Restructuring charges                   -          -     8,106
         Amortization of deferred financing
          costs                                4,451     3,622    3,001
         Depreciation and amortization        45,047    35,321   30,438
         Provision for deferred income taxes     -          -     2,184
         Equity in losses of investee            -       3,386      -
         Loss (gain) on sale of subsidiary     6,299   (17,081)     -
         Loss on acquisition of affiliated
         company                                 -          -     4,488
         Minority interest                       696    (1,874)      59
        Extraordinary loss                       179    31,358    3,806
         Non-cash interest                    26,303    18,456   11,987
   Changes in operating assets and
       liabilities (net of acquisitions):
         Accounts receivable                 (16,025)  (15,942)  13,894
         Inventories                          (4,241)   (5,695)     796
         Prepaid expenses and other current
          assets                              (4,441)      796     (851)
         Non-current assets                   (4,024)     (602)  (1,071)
         Accounts payable, accrued liabilities,
          and other current liabilities        6,526     3,713    2,560
         Advance deposits                        156     3,524       69
         Non-current liabilities                 378     3,799     (526)
         Other                                  (335)      345     (146)

Net cash provided by operating activities     29,383    17,508   23,104

Cash flows from investing activities:
 Capital expenditures, net of dispositions   (21,477)  (14,179) (17,395)
 Notes receivable from affiliates                -         -     (5,263)
 Acquisitions of subsidiaries               (129,065) (229,807)(150,360)
 Net cash acquired in purchase of subsidiaries 2,292     4,972    5,869
 Acquisitions of minority interests and other    -         -        (81)
 Net proceeds from sale of subsidiary         15,000    45,954      -
 Redemption of investment in affiliate           -      12,500      -
 Investment in affiliate                      (7,285)       -       -
Net cash used in investing activities       (140,535) (180,560)(167,230)

                 (Continued on following page.)
                    See accompanying notes.

<PAGE>

                    JORDAN INDUSTRIES, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)

                          (continued)


                                                Year Ended December 31,
                                                 1998     1997     1996
Cash flows from financing activities:
  Proceeds of debt issuance - SPL Holdings,
    Inc.                                         $ -     $ -     $ 13,000
  Proceeds of debt issuance - MK Holdings,
    Inc.                                           -       -       20,000
  Proceeds of debt issuance - JII, Inc.            -    120,000      -
  Proceeds from preferred stock issuance -
    Jordan Telecommunications Products, Inc.       -     25,000      -
  Proceeds of debt issuance - Motors and
    Gears, Inc.                                    -    105,692  170,000
  Proceeds of debt issuance -
    Jordan Telecommunications, Inc.                -    273,545      -
  Proceeds from revolving credit facilities,
    net                                        96,000    21,500   40,909
  Payment of financing costs                       -    (29,514) (11,858)
  Repayment of long-term debt                 (19,192) (331,560) (98,143)
  Other borrowing                               2,310     -        2,107
Net cash provided by financing
 activities                                    79,118   184,663  136,015

Foreign currency translation                    2,542    (1,908)    (345)
Net increase (decrease) in cash and cash
  equivalents                                 (29,492)    19,703  (8,456)
Cash and cash equivalents at beginning
  of year                                      52,500     32,797  41,253
Cash and cash equivalents at end of year     $ 23,008   $ 52,500 $32,797

Supplemental disclosures of cash flow
 information:

     Cash paid during the year for:

         Interest                            $ 74,715   $ 56,957 $45,563
         Income taxes, net                   $  3,714   $  4,617 $ 2,603

     Noncash investing activities:

         Capital leases                      $ 15,489   $  2,318 $ 5,543


                    See accompanying notes.
<PAGE>


Note 1 - Organization

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.

The  Company's business is divided into five groups.   The
Specialty  Printing and Labeling group consists  of  Sales
Promotion  Associates, Inc. (ASPAI@), Valmark  Industries,
Inc.  (AValmark@), Pamco Printed Tape and Label Co.,  Inc.
(APamco@)  and  Seaboard Folding Box,  Inc.  (ASeaboard@).
The  Jordan  Specialty Plastics group consists  of  Beemak
Plastics Inc. (ABeemakA), Sate-Lite Manufacturing  Company
(ASate-LiteA),  Deflecto  Corporation  (ADeflectoA),   and
Rolite  Plastics  (ARoliteA). The Motors and  Gears  group
consists of The Imperial Electric Company (AImperial@) and
its  subsidiaries, Gear Research, Inc. (AGear@) and Euclid
Universal Corporation ("Euclid"), Merkle-Korff Industries,
Inc.   (AMerkle-Korff@),  FIR  Group  Companies   (AFIR@),
Electrical  Design  &  Control  (AED&C@),  Motion  Control
Engineering  (AMotion  Control@)and Advanced  D.C.  Motors
(AAdvanced  DCA).   The Telecommunication  Products  Group
consists    of    Dura-Line   Corporation   (ADura-Line@),
Electronic   Connectors  and  Components   (AConnectorsA),
Viewsonics,  Inc.  (AViewsonics@),  Bond  Holdings,   Inc.
(ABond@),    LoDan   West,   Inc.   (ALoDan@),    Northern
Technologies,  Inc.  (ANorthern@),  Engineered  Endeavors,
Inc. (AEEI@) Telephone Services, Inc. (ATSI@)and K&S Sheet
Metal  (AK&SA).   Welcome Home, Inc. (AWelcome  Home@)  is
managed   on  a  stand-alone  basis  and  is   no   longer
consolidated in the Company=s results of operations.  (See
note  3).  The remaining businesses comprise the Company=s
Consumer  and  Industrial  Products  group.   This   group
consists of DACCO, Incorporated (ADACCO@), Riverside  Book
and  Bible  House,  Inc. (ARiverside@), Parsons  Precision
Products, Inc. (AParsons@), Cape Craftsmen, Inc. (ACape@),
Cho-Pat  Inc. (ACho-Pat@) and Dura-Line Retube (ARetube@).
All   of   the  foregoing  corporations  are  collectively
referred to herein as the "Subsidiaries," and individually
as a "Subsidiary."

Note 2 - Significant accounting policies

     Principles of consolidation

The consolidated financial statements include the accounts
of   the   Company  and  subsidiaries.   All   significant
intercompany   balances   and   transactions   have   been
eliminated.  Operations of FIR are included for the period
ended two months prior to the Company=s year end to ensure
timely   preparation   of   the   consolidated   financial
statements.

     Cash and cash equivalents

The   Company  considers  all  highly  liquid  investments
purchased with an initial maturity of three months or less
to be cash equivalents.
     
     Inventories

Inventories  are  stated at the lower of cost  or  market.
Inventories  are  primarily valued at  either  average  or
first-in, first-out (FIFO) cost.

     Depreciation and amortization

Property,   plant   and  equipment  -   Depreciation   and
amortization   of   property,  plant  and   equipment   is
calculated using estimated useful lives, or over the lives
of the underlying leases, if less, using the straight-line
method.

The useful lives of plant and equipment for the purpose of
computing book depreciation are as follows:

               Machinery and equipment       3-10 years
               Buildings and improvements    7-35 years
               Furniture & fixtures          5-10 years

Goodwill  -  Goodwill is being amortized on the  straight-
line  basis  over  periods ranging from 15  to  40  years.
Goodwill  at  December  31,  1998  and  1997  is  net   of
accumulated   amortization  of   $47,651,   and   $32,380,
respectively. The Company evaluates the recoverability  of
long-lived assets by measuring the carrying amount 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 1998 or 1997.

     Other assets

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 $34,201 and $38,568, net of accumulated amortization of
$14,533  and  $9,939  at  December  31,  1998  and   1997,
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  $10,314  and $12,121,  net  of  accumulated
amortization of $51,487 and $47,632 at December  31,  1998
and 1997, respectively, are amortized on the straight-line
basis  over  their  estimated useful lives,  ranging  from
three to ten years.

     Income taxes

Deferred  tax assets and liabilities are determined  based
on  differences  between the financial reporting  and  tax
basis 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.

     Revenue recognition

Revenues  are  primarily  recognized  when  products   are
shipped to customers.

     Use of estimates

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.

     Reclassification

Certain  amounts in prior years financial statements  have
been  reclassified  to conform with  the  presentation  in
1998.

     Realignment of segment reporting

In  1996,  Dura-Line  was  moved  from  the  Consumer  and
Industrial   Products  segment  to  the  Telecommunication
Products  segment.  In 1997, the Retube  product  line  of
Dura-Line  was  moved from the Telecommunication  Products
segment  to the Consumer and Industrial Products  segment.
In  1998  Sate-Lite and Beemak were reclassified from  the
Consumer  and  Industrial Products segment to  the  Jordan
Specialty  Plastics  segment.  Prior period  results  were
also  realigned into these new groups in order to  provide
accurate comparisons between periods.

     New pronouncements

The  Company  has  adopted Financial Accounting  Standards
Board's   ("FASB")   Statement  of  Financial   Accounting
Standards  ("SFAS") No. 130 ("Statement  130"),  Reporting
Comprehensive Income.  Statement 130 establishes new rules
for  the reporting and display of comprehensive income and
its components; however the adoption of this Statement had
no  impact  on  the Company's net income or  shareholders'
equity.   Statement  130  requires the  Company's  foreign
currency  translation adjustments, which prior to adoption
were  reported separately in shareholders' equity,  to  be
included  in  other  comprehensive  income.   Prior   year
financial statements have been reclassified to conform  to
the requirements of Statement 130.

The  Company  has  adopted SFAS No. 131, Disclosure  about
Segments   of   an  Enterprise  and  Related   Information
("Statement   131").    Statement  131   supersedes   FASB
Statement  No. 14, Financial Reporting for Segments  of  a
Business  Enterprise.  Statement 131 establishes standards
for  the  way  that  public  business  enterprises  report
information  about operating segments in annual  financial
statements  and  requires  that those  enterprises  report
selected  information about operating segments in  interim
financial  reports.   It  also establishes  standards  for
related   disclosures   about   products   and   services,
geographic  areas, and major customers.  The  adoption  of
Statement  131  is  solely  a  reporting  requirement  and
therefore   did  not  have  an  effect  on  the  Company's
financial position or results of operations.

In June 1998, the FASB issued SFAS No. 133, Accounting for
Derivative  Instruments and Hedging Activities ("Statement
133"),  which  is required to be adopted in  fiscal  years
beginning after June 15, 1999.  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.

     Concentration of credit risk

Financial instruments which potentially subject the
Company to concentration
of  credit  risk  consist principally  of  cash  and  cash
equivalents  and accounts receivable.  The Company  places
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.

     Foreign currency translation

In   accordance   with  SFAS  No.  52,  Foreign   Currency
Translation,  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.  Gains or losses resulting  from  the
translations of foreign currency financial statements  are
deferred  and  classified  as  a  separate  component   of
shareholders' equity.  Gains or losses resulting from  the
remeasurement of financial statements of foreign  entities
located   in  highly  inflationary  economies  have   been
included in the determination of net income or loss in the
current period.  The Company recognized a $3,020 charge in
1998  related to remeasurement of the financial statements
of Dura-Line's Mexican operations as of December 31, 1998.

Note 3 - Welcome Home Chapter 11 Filing

On  January  21,  1997,  Welcome Home  filed  a  voluntary
petition  for  relief under Chapter 11 (AChapter  11")  of
title  11  of the United States code in the United  States
Bankruptcy  Court for the Southern District  of  New  York
(ABankruptcy  Court@).  In Chapter 11,  Welcome  Home  has
continued  to manage its affairs and operate its  business
as  a debtor-in-possession.  As a debtor-in-possession  in
Chapter  11,  Welcome Home may not engage in  transactions
outside   of  the  ordinary  course  of  business  without
approval  of  the  Bankruptcy Court.  The Company  expects
Welcome Home to emerge from Chapter 11 within the next  90
days.   Upon  emergence from Chapter 11, the Company  will
own approximately 94% of the then outstanding common stock
of  Welcome  Home, for consideration paid to creditors  of
approximately $1,100.

Subsequent   to  the  filing,  Welcome  Home  reached   an
agreement  with  Fleet  Capital  Corporation  to   provide
secured  debtor-in-possession financing in the form  of  a
credit   facility.   The  credit  facility  provides   for
borrowings   dependent  upon  Welcome  Home=s   level   of
inventory   with  maximum  borrowings  of  $12,750.    The
agreement grants a security interest in substantially  all
assets.  Advances under the facility bear interest at  the
prime  rate  plus 1.5%.  The agreement will  terminate  on
October 29, 2003.

As  a  result  of  Welcome Home=s Chapter 11  filing,  the
Company   no  longer  has  the  ability  to  control   the
operations   and  financial  affairs  of   Welcome   Home.
Accordingly,  the  Company no longer consolidates  Welcome
Home  in  its financial statements from January 21,  1997,
the  date of the filing.  For the period ended January 21,
1997, the Company recorded a net loss of $1,195 related to
Welcome Home.

The  operating  results of Welcome Home  included  in  the
consolidated  results of the Company over the  last  three
years are as follows:

                             Year  Ended December 31,
                              1998           1997          1996
     Net  sales           $   -           $   2,456       81,855
     Operating loss           -           $  (1,107)    $(15,975)
     Loss  before  income
       taxes                  -           $  (1,195)    $(18,154)

From  January  21,  1997, the Company  accounted  for  its
investment  in  Welcome Home under the  equity  method  of
accounting and recognized a $3,386 loss on its investment.

In 1998, Cape=s sales to Welcome Home were $14,420, or 64%
of  Cape=s  total  sales  for  the  year.   The  Company=s
receivable  outstanding related to these sales was  $1,965
at December 31, 1998.

Note 4 - Restructuring charges

In  the  fourth  quarter of 1995, Welcome Home  adopted  a
restructuring  plan  which continued  through  1996.   The
major  elements of the plan included a change  in  Welcome
Home=s  merchandising  strategy  and  the  liquidation  of
merchandise  which was not consistent with that  strategy,
closure  of  unprofitable stores,  and  strengthening  the
company=s   executive  management  team  and   information
systems  as necessary to successfully implement the  above
strategies.

Restructuring charges incurred in 1996 were primarily  due
to store closings.  In the fourth quarter of 1996, Welcome
Home  recorded restructuring charges of $8,106,  of  which
$872  related  to  employee contracts, $4,266  related  to
leases and inventory, and $2,968 related to its investment
in furniture, fixtures, and leasehold improvements.

Note   5   -   Financial  Recapitalization  and   Business
Repositioning Plan (AThe Plan@)

Motors  and  Gears Holdings, Inc., along with its  wholly-
owned  subsidiary,  Motors and Gears, Inc.  (AM&G@),  were
formed  in  September 1995 to combine a group of companies
engaged in the manufacture and sale of fractional and sub-
fractional  motors and gear motors primarily to  customers
located throughout the United States.

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.

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
deconsolidation 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.

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 the delivery  of  8.0%  zero
coupon   notes   due   2007).   As   a   result   of   the
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   bondholders.  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 the 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.

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,  1998,  the
Company believes that the amount of taxable income to  the
Company  attributable to M&G would have been approximately
$51,200  (or  approximately $20,480  of  tax  liabilities,
assuming a 40.0% combined Federal, state and local  income
tax  rate).  The Company currently expects to offset these
tax  liabilities arising from deconsolidation by using net
operating loss

carryforwards  (approximately  $131,600  at  December  31,
1998),  and to pay any remaining liability 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.  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 well prior  to  the
fifth  anniversary  after  issuance.  In  the  event  that
deconsolidation  for  U.S.  Federal  income  tax  purposes
occurs  without  a redemption of the M&G Junior  Preferred
Stock,  the  tax  liabilities  discussed  above  would  be
incurred without the Company receiving the proceeds of the
redemption.

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 own
substantially all of the JTP common stock.  The  Company's
investment in JTP is represented solely by the JTP  Junior
Preferred   Stock.    The  JTP  Junior   Preferred   Stock
represents 95% of JTP=s stockholder voting rights and  95%
of  JTP=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 bondholders.

The   Company  continues  to  consolidate  JTP   and   its
subsidiaries,   for  financial  reporting   purposes,   as
subsidiaries  of  the Company.  The JTP  Junior  Preferred
Stock discontinues its participation in JTP's earnings  on
the   fifth   anniversary  of  issuance.   This  financial
consolidation and any continuing Company investment in JTP
will be discontinued upon the redemption of the JTP Junior
Preferred  Stock,  or  at  such time  as  the  JTP  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 JTP Junior Preferred
Stock is outstanding, the Company expects the vote test to
be   satisfied.   The  JTP  Junior  Preferred   Stock   is
mandatorily   redeemable  upon  certain  events   and   is
redeemable at the option of JTP, in whole or in  part,  at
any time.

The  Company  also  expects to  continue  to  include  the
subsidiaries  of JTP in its consolidated  group  for  U.S.
Federal income tax purposes.  This consolidation would  be
discontinued,  however, upon the  redemption  of  the  JTP
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,  1998,  the
Company believes that the amount of taxable income to  the
Company  attributed  to JTP would have been  approximately
$110,400  (or  approximately $44,160 of  tax  liabilities,
assuming a 40.0% combined Federal, state and local  income
tax rate).  The Company currently expects to offset these
tax  liabilities arising from deconsolidation by using net
operating  loss carryforwards (approximately  $131,600  at
December  31,  1998),  and to pay any remaining  liability
with  redemption  proceeds from the JTP  Junior  Preferred
Stock.  Deconsolidation for federal  income  tax  purposes
would  also  occur with respect to JTP if the  JTP  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  JTP Junior Preferred Stock and common  stock.
It  is  likely  that  by  the fifth anniversary  of  their
issuances, the JTP 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 well prior to the fifth anniversary
after  issuance.   In  the event that deconsolidation  for
federal income tax purposes occurs without a redemption of
the  JTP  Junior  Preferred  Stock,  the  tax  liabilities
discussed  above  would be incurred  without  the  Company
receiving the proceeds of a redemption.

JTP  financed the cash portion of this total consideration
through JTP=s private placement of $190,000 of JTP  Senior
Notes  due  2007, $85,000 of cash proceeds of  JTP  Senior
Discount  Debentures due 2007, and $25,000 of  JTP  Senior
Preferred Stock due 2009.

In  conjunction  with  the recapitalization  of  JTP,  the
Company privately placed $120,000 of the Company=s  Senior
Notes  due  2007,  and  used the net  proceeds  from  this
private placement, as well as the net proceeds received by
the  Company  in connection with the JTP recapitalization,
to  repay approximately $78,000 of bank borrowings by  the
Company=s  subsidiaries under their credit agreements  and
repurchase $271,600 of the Company=s 10d% Senior Notes due
2003  pursuant  to  a  tender offer  and  related  consent
solicitation.   The  Company  also  conducted  a   consent
solicitation  with regard to its 11:% Senior  Subordinated
Discount  Debentures due 2009 in order  to  conform  their
covenant structure to those in the Company=s Senior  Notes
due 2007.

Note 6 - Inventories

Inventories consist of:          Dec. 31,      Dec. 31,
                                  1998           1997

Raw   materials                $59,350         $  45,324
Work-in-process                 17,098            15,897
Finished goods                  63,272            62,779

                              $139,720          $124,000

Note 7 - Property, plant and equipment

Property, plant and equipment, at cost, consists of:

                              Dec. 31,           Dec. 31,
                               1998                1997
Land                          $8,282             $ 7,488
Machinery and equipment      162,437             126,265
Buildings and improvements    39,350              34,360
Furniture and fixtures        45,312              34,418

                            $255,381            $202,531

Accumulated depreciation
 and amortization           (115,803)            (97,461)

                            $139,578            $105,070


Note 8 - Investment in affiliate

On  July  2,  1997, the Company received from  Fannie  May
Holdings, Inc. (AFannie May@), $14,348 in exchange for its
investments  of:   $5,500 aggregate  principal  amount  of
Subordinated  Notes and $7,000 aggregate principal  amount
of  participation in outstanding term loans  of  Archibald
Candy  Corporation,  a wholly-owned subsidiary  of  Fannie
May.   The amount received also included $1,573 of accrued
interest  and  a  $275 premium on the  above  Subordinated
Notes  and  term  loans.  On July  7,  1997,  the  Company
received  $3,013 as a return of the $3,000 certificate  of
deposit  held by the Company as security for an obligation
to   purchase  additional  participation  in  the   above-
mentioned  term  loans,  plus  $13  of  accrued   interest
thereon.

The  Company holds 75.6133 shares of Class A PIK Preferred
Stock  of Fannie May at 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.

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 AFannie May Candies@,  is  a
manufacturer and marketer of kitchen-fresh, high-end boxed
chocolates through its 337 company-owned retail stores and
through  specialty  sales  channels.   Its  products   are
marketed  under  both the AFannie May  Candy@  and  AFanny
Farmer Candy@ names.

Note 9 - Accrued liabilities

Accrued  liabilities consist of:       Dec.  31,    Dec. 31,
                                         1998         1997

Accrued  vacation                     $  2,803       $2,559
Accrued  income  taxes                   4,284        3,609
Accrued  other  taxes                    2,448        1,454
Accrued  commissions                     2,529        2,797
Accrued  interest  payable              19,523       18,175
Accrued  payroll and payroll  taxes      5,334        4,344
Accrued stock appreciation rights
 and  preferred  stock payments          4,823        8,051
Insurance reserve                        2,789        2,461
Accrued management  fees                 -            3,125
Accrued deferred financing fees          4,091        3,455
Accrued  other  expenses                20,098       20,443
                                       $68,722      $70,473

Note 10 - Operating leases

Certain  subsidiaries lease land, buildings, and equipment
under noncancellable operating leases.


Total  minimum  rental  commitments under  non-cancellable
operating leases at December 31, 1998 are:

               1999                         $10,276
               2000                           9,019
               2001                           7,466
               2002                           6,236
               2003                           4,747
              Thereafter                     12,929
                                            $50,673

Rental expense amounted to $12,172, $7,996 and $14,808 for
1998,   1997  and  1996,  respectively.   Rental   expense
increased  in  1998 due to the acquisitions  in  1997  and
1998.   Rental expense decreased in 1997 primarily due  to
the  exclusion  in  1997  of rental  expense  incurred  at
Welcome  Home,  as  the  Company  no  longer  consolidates
Welcome  Home  in its financial statements (see  note  3).
Rental expense at Welcome Home was $8,650 in 1996.

Note 11 - Benefit plans

In   January  1993  the  Company  established  the  Jordan
Industries,  Inc.  401(k) Savings  Plan  ("the  Plan"),  a
defined-contribution plan.  The Plan covers  substantially
all  employees of the Company.  Contributions to the  Plan
are  discretionary and totaled $1,870, $1,119 and $450  in
1998, 1997 and 1996, respectively.

Note 12 - Debt

Long-term debt consists of:             Dec. 31,     Dec. 31,
                                         1998          1997

Revolving Credit Facilities (A)        $164,000      $68,000
Notes payable (B)                         2,738        3,388
Subordinated promissory notes (C)        33,500       26,500
Capital lease obligations (D)            30,333       24,660
Bank Term Loans (E)                       4,439        1,229
Senior Notes (F)                        582,724      586,475
Senior Subordinated Discount
 Debentures (F)                         247,821      221,166
                                      1,065,555      931,418
Less current portion                      6,136        9,547
                                     $1,059,419     $921,871

Aggregate maturities of long-term debt at December 31,
1998 are as follows:

                     1999                       $ 6,136
                     2000                        20,042
                     2001                         9,579
                     2002                        10,705
                     2003                        12,944
                     Thereafter              $1,006,149
                                             $1,065,555


A         At December 31, 1998, the Company had
          borrowings outstanding on lines of credit
          totaling $164,000.

          On July 25, 1997, the Company amended and
          restated its revolving credit facility with
          BankBoston, N.A. (Formerly the First National
          Bank of Boston) and other banks, decreasing the
          facility from $85,000 to $75,000.  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
          (8.25% and 7.0%, respectively, at December 31,
          1998).  The facility, which matures on June 29,
          2002, is used for working capital and
          acquisitions.  At December 31, 1998, Jordan
          Industries, Inc. had outstanding borrowings of
          $50,000(no outstanding borrowings at December
          31, 1997).  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, 1998, the Company is in compliance
          with such covenants.

          On July 25, 1997, JTP entered into a revolving
          credit agreement with certain parties thereto,
          and BankBoston, N.A., as agent, under which JTP
          is able to borrow up to approximately $110,000
          in the form of a revolving credit facility over
          a term of five years. 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 (7.84% and 8.06%,
          respectively, at December 31, 1998).  The credit
          agreement is secured by a first priority
          security interest in substantially all of JTP=s
          assets, including a pledge of all of the stock
          of JTP=s subsidiaries.  JTP had $73,000 of
          outstanding borrowings and a $2,319 standby
          letter of credit under this credit agreement at
          December 31, 1998.  JTP had $34,681 of
          additional borrowings available under the
          revolving credit agreement at December 31, 1998.
          Unused commitments are subject to an
          availability fee equal to 0.5% per annum.

          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 2.5% (8.125% at
          December 31, 1998) or base rate plus 1.5% (9.0%
          at December 31, 1998).  M&G had $41,000 of
          outstanding borrowings under this credit
          agreement at December 31, 1998.
          
          SPL was obligated under a Revolving Credit
          Facility which provided for borrowings of up to
          $27,000.  The facility bore interest at the
          Libor rate plus 2.75% payable on a 30, 60, or 90
          day basis and was secured by all of the assets
          of SPL.  All outstanding borrowings under this
          facility were repaid during 1997 and the
          facility was terminated in conjunction with the
          Company=s issuance of $120,000 of Senior Notes.
          

B              Notes payable are due in monthly or
          quarterly installments and bear interest at
          rates ranging from 3.0% to 17.0%.  Certain
          assets of the subsidiaries are pledged as
          collateral for the loans.

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.

D              Interest rates on capital leases range from
          8.3% to 14.5% and mature in installments through
          2001.

          The future minimum lease payments as of December
          31, 1998 under capital leases consist of the
          following:

                    1999                           $6,434
                    2000                           12,482
                    2001                            4,307
                    2002                            3,620
                    2003                            9,531
                    Thereafter                        852
                       Total                      $37,226

          Less amount representing interest         6,893
          Present value of future minimum lease
             payments                             $30,333
          
          The present value of the future minimum lease
          payments approximates the book value of
          property, plant and equipment under capital
          leases at December 31, 1998.

E              Bank term loans in 1998 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.

          Bank term loans consisted of certain
          indebtedness at SPL as of December 31, 1996.
          All outstanding borrowings under these
          agreements were repaid in 1997 in connection
          with the Company=s issuance of $120,000 of
          Senior Notes and the recapitalization of JTP.
          In conjunction with this transaction, the
          Company recorded an extraordinary loss of $2,538
          relating to the write-off of deferred financing
          fees and the premium assessed on the new issue.

F              In July of 1993, the Company issued
          $275,000 10 3/8% Senior Notes (ASenior 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.

          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.

          In July 1993 the Company issued $133,075 11 3/4%
          Senior Subordinated Discount Debentures,
          ("Discount Debentures") due 2005.  The Discount
          Debentures were issued at a substantial discount
          from this 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.

          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 (A2009 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.

          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
          $132,700 at December 31, 1998.  The fair value
          was calculated using the 2009 Debentures=
          December 31, 1998 market price multiplied by the
          face amount.  The 2009 Debentures are not
          secured by the assets of the Company.

          In July 1997, the Company issued $120,000 10
          3/8% Senior Notes due 2007 (A2007 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.

          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.

          The fair value of the 2007 Seniors was $122,400
          at December 31, 1998.  The fair value was
          calculated using the Senior Notes= December 31,
          1998 market price multiplied by the face amount.
          The 2007 Seniors are not secured by the assets
          of the Company.

          On July 25, 1997, a majority owned subsidiary of
          the Company,
          Jordan Telecommunications Products (AJTP@)
          issued and sold $190,000 principal amount of
          9.875% Senior Notes due August 1, 2007 (AJTP
          Senior Notes@) and $120,000 principal amount at
          maturity ($85,034 initial accreted value) of
          11.75% Senior Discount Notes due August
          1, 2007 (AJTP Senior Discount Notes@).  The JTP
          Senior Notes bear interest at a rate of 9.875%
          per annum, payable semi-annually in cash in
          arrears on February 1 and August 1 of each year,
          commencing on February 1, 1998.  The JTP Senior
          Discount Notes will accrete at a rate of 11.75%,
          compounded semi-annually, to par by August 1,
          2000.  Commencing August 1, 2000, the JTP Senior
          Discount Notes bear interest at a rate of 11.75%
          per annum, payable semi-annually in cash in
          arrears on February 1 and August 1 of each year.

          The JTP Senior Notes are redeemable for
          104.9375% of the principal amount from August 1,
          2002 to July 31, 2003, 102.4688% from August 1,
          2003 to July 31, 2004, and 100% on or after
          August 1, 2004, plus any accrued and unpaid
          interest to the date of redemption.

          The JTP Senior Discount Notes are redeemable for
          105.8750% of the accreted value from August 1,
          2002 to July 31, 2003, 102.9375% from August 1,
          2003 to July 31, 2004, and 100% on or after
          August 1, 2004, plus any accrued and unpaid
          interest from August 1, 2000 to the redemption
          date, if such redemption occurs after August 1,
          2000.

          The fair value of the JTP Senior Notes and JTP
          Senior Discount Notes was $188,724 and $92,400,
          respectively, at December 31, 1998.  The fair
          values were calculated by multiplying the face
          amount by the market prices of each security at
          December 31, 1998.

          The Company incurred approximately $16,093 of
          costs related to the issuance and sale of the
          JTP Senior Notes, JTP Senior Discount Notes, and
          the JTP Senior Preferred Stock Units, $9,885 of
          which was allocated to deferred financing fees
          and $6,208 of which was allocated to
          stockholders= equity.

          On November 7, 1996, a majority owned subsidiary
          of the Company, Motors and Gears Holdings, Inc.,
          through its wholly-owned subsidiary, Motors and
          Gears Inc., issued $170,000 aggregate principal
          amount of 10 3/4% Senior Notes (AM&G Senior
          Notes@).  Interest on the M&G Senior Notes is
          payable in arrears  on May 15 and November 15.

          On December 10, 1997, Motors and Gears issued
          $100,000 aggregate principal amount of 10 3/4%
          Senior Notes (AC Notes@).  Interest on the Notes
          is payable in arrears on May 15 and November 15
          of each year.  The C Notes were issued at a
          premium of 4.5% which is being amortized over
          the remaining term of the Notes.

          In conjunction with the consummation of the C
          Note offering, the Company used a portion of the
          net proceeds to repay existing
          indebtedness under the new credit agreement,
          acquire Motion Control, provide additional
          working capital and pay fees and expenses
          incurred in connection with the offering.

          On January 9, 1998, Motors and Gears completed
          an exchange offer under which $270,000 of 10
          3/4% Series D Senior Notes (AD 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.

          The fair value of the M&G Senior Notes at
          December 31, 1998, was $275,400.  The fair value
          was calculated using the M&G Senior Notes=
          December 31, 1998 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.

The Indentures relating to the Senior Notes, the Discount
Debentures, 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
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).

The indentures governing the JTP Senior Notes and the JTP
Senior Discount Notes contain certain covenants which
limit JTP=s ability to (i) incur additional indebtedness;
(ii) make restricted payments (including dividends); (iii)
enter into certain transactions with affiliates; (iv)
create certain liens; (v) sell certain assets; and (vi)
merge, consolidate or sell substantially all of JTP=s
assets.

The Indenture governing the 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.

The Company is, and expects to continue to be, in
compliance with the provisions of these Indentures.

Included in interest expense is $4,594, $3,622 and $3,001
of amortization of
debt issuance costs for the years ended December 31, 1998,
1997 and 1996, respectively.

Note 13 - Income taxes

The provision for income taxes consists of the following:

                                Year Ended December 31,
                            1998           1997            1996
Current:
Federal                   $1,049          $  -           $    -
Foreign                    5,732           2,818           1,753
State and local            1,176           3,757             478
                           7,957           6,575           2,231
Deferred                     205              -            2,184
     Total               $ 8,162          $6,575          $4,415

Deferred income taxes consist of:              
                                            Dec 31,      Dec. 31,
                                             1998          1997
Deferred tax liabilities:
Intangibles                               $   6,966       $ 4,393
Tax over book depreciation                    8,016         7,260
Basis in subsidiary                             798           798
LIFO reserve                                      -            83
Intercompany tax gain                        14,435         7,289
Other                                           600           531 
  Total deferred tax liabilities             30,815        20,354

Deferred tax assets:
NOL carryforwards                            50,806        37,482
Stock Appreciation Rights
 Agreements                                   2,264         3,772
Accrued interest on discount debentures      13,510        13,510
Pension obligation                              601           444
Vacation accrual                              1,109           891
Uniform capitalization of inventory           2,147         1,501
Investment in partnership                       282           -
Allowance for doubtful accounts               1,257         1,125
Foreign NOL=s                                 3,230         2,132
Deferred financing fees                         742           814
Intangibles                                   1,573         1,242 
Tax asset basis over book basis at
      subsidiary                             14,435         7,289
Other                                         2,755           484

   Total deferred tax assets                 94,711        70,686

Valuation allowance for deferred
          tax assets                        (65,340)      (51,776)

Net deferred tax assets                      29,371        18,910

Net deferred tax liabilities                  1,444         1,444

The increase in the valuation allowance during 1998 and
1997 was $13,564 and $13,212, respectively.

The 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) income before income taxes, including the
extraordinary loss.  A reconciliation of the differences
is as follows:

                                                      Year
ended

December 31,
                                               1998
1997    _1996_

Computed statutory tax benefit             $(7,667)
                                             $(12,760)
                                             $(17,413)
Increase (decrease) resulting from:
  Foreign subsidiary losses                 (655)    1,906
                                   1,465
  Amortization of goodwill
                                             1,873
                                             1,404
                                             903
  Disallowed meals and entertainment              265
                                             295    645
  State and local tax                        1,176
                                             772    478
  Increase in valuation allowance                   13,564
                                             14,368
                                             18,548
  Other items, net                               (394)
                                   590     (211)
Provision (benefit) for income taxes      $8,162     $
                                   6,575  $ 4,415

As of December 31, 1998, the consolidated loss carry
forwards are approximately $131,600 and $104,000 for
regular tax and alternative minimum tax purposes,
respectively, and expire in various years through 2012.

Note 14 - Payment of Stock Appreciation Rights

In March 1992, the former shareholders of a wholly-owned
subsidiary, were granted Stock Appreciation Rights
(ASARs@) exercisable in full or in part on the occurrence
of the disposition by voting power and/or value of the
capital stock of the subsidiary.  The value of the SARs
was based on the ultimate sales price of the stock or
assets of the subsidiary, and is essentially 15.0% of the
ultimate sales price of the stock or assets sold, less
$15,625.

On April 10, 1997, the Company paid the former
shareholders pursuant to an agreement (AThe Redemption
Agreement@), as if the subsidiary was sold for $110,000.
The former shareholders received $9,438 in cash and a
deferred payment of $5,980 over five years including
interest.  The Redemption Agreement also required that
$1,875 of remaining preferred stock be redeemed one year
from the date of the agreement.  The Company recorded a
charge of $15,418 related to this agreement during 1997.
The Company paid $1,020 on the deferred payment amount and
$1,875 on the preferred stock redemption amount during
1998 and has a remaining liability of $4,960 at December
31, 1998.

In connection with the Company=s acquisitions of AIM and
Cambridge in 1989, the seller of these companies was
granted SARs.  The formula used to value these rights was
calculated by determining 20% of a multiple of average
cash flow of these companies for the two years preceding
the date when these rights were exercised, less the
indebtedness of these companies.  The seller passed away
during the third quarter of 1996 and the seller=s estate
exercised these rights.  The Company accrued $6,260 for
its obligation related to these SARs during 1996.  In
1997, the Company entered into an agreement to purchase
and redeem the Estate=s and Decedent=s interest in the SAR
for $3,111 in cash and a deferred payment, including
interest at 9% per annum, of $3,391 payable on May 2,
1998.  The Company paid the remaining liability of $3,391
on May 2, 1998.

Note 15 - Sale of Subsidiaries

On July 9, 1998, JTP sold its stock of Diversified Wire
and Cable for $15,000. Including expenses related to the
sale, the Company recorded a loss of $6,299. The proceeds
from the sale were used to pay $1,500 in subordinated
seller notes to the original owners of Diversified and
$13,500 to pay down JTP's revolving credit facility.

On May 15, 1997, the Company sold its subsidiary, Hudson
Lock, Inc. (AHudson@), 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.

On July 31, 1997, the Company sold its subsidiary, Paw
Print Mailing List Services, Inc. (APaw Print@), for
approximately $12,500 to an affiliate.  Paw Print is a
value-added provider of direct mail services.

Note 16 - Related party transactions

The principals, partners, officers, employees and
affiliates of The Jordan Company (the "Jordan Group") own
substantially all of the common stock of the Company.

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.

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 $1,078,
$1,812 and $1,462 in fees and expenses in 1998, 1997 and
1996, respectively.  The rates charged to the Company were
at arms-length.

On July 25, 1997, a previous agreement with TJC Management
Corporation (ATJC@) 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, $2,955 and $2,530 in 1998, 1997 and 1996,
respectively.

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 $3,000, $5,075, and $2,610 in 1998, 1997, and
1996, respectively, to the Jordan Company for their fees
in relation to acquisition and refinancing activities.

On June 23, 1998, the Company made approximately $0.8
million of unsecured advances to JIR, Inc., 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 our 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.

In November 1998, the Company, through Motors and Gears,
invested $5,600 in Class A Preferred Stock and $1,700 in
Class B Preferred Stock of JZ International, Ltd.  The
Company expects to 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, 1998, the cost of the investment
approximates market value.

During 1998, the Company made approximately $1.4 million
of unsecured advances to CBD Networks, Inc.  The Company
expects to form a new, Nonrestricted Subsidiary to acquire
all or substantially all of the business and assets of CBD
Networks in the near future, pursuant to which we will
invest $3.5 million in a five-year unsecured note, bearing
interest at 10% per annum, and a warrant, exercisable for
10% of the issued and outstanding common stock of CBD
Networks.  The Company expects that substantially all of
the issued and outstanding common stock of the company
that acquires the business of CBD Networks will be owned
by The Company's Stockholders and the management of CBD
Networks.  CBD Networks is a provider of Internet access
for approximately 10,000 customers.

During 1998 the Company made approximately $1.0 million of
unsecured advances to Healthcare Products Holdings, Inc.
Healthcare Products Holdings' Chief Executive Officer is
Thomas 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.

Note 17 - Capital stock

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.

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 entitles the holder to
purchase one share of the Company's common stock at a
price of $4.00 (dollars) at any time, subject to certain
events, prior to January 20, 1999.  These warrants were
exercised in 1997.

On April 3, 1997, the Company issued an additional 1,500
shares of stock for $135 cash to an employee.  An
independent appraiser valued the common stock 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.

Note 18 - Preferred Stock

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.

On July 25, 1997, JTP issued and sold twenty-five thousand
units, each consisting of (i) $1 aggregate liquidation
preference of 13.25% Senior Exchangeable Preferred Stock
due August 1, 2009 (AJTP Senior Preferred Stock@), and
(ii) one share of JTP Common Stock.

Holders of the JTP Senior Preferred Stock are entitled to
receive dividends at a rate of 13.25% per annum of the
liquidation preference.  All dividends are cumulative,
whether or not earned or declared, and are payable on
February 1, May 1, August 1, and November 1 of each year.
On or before August 1, 2002, JTP may, at its option, pay
dividends in cash or in additional shares of JTP Senior
Preferred Stock having an aggregate liquidation preference
equal to the amount of such dividends.  After August 1,
2002, dividends may be paid only in cash.  On November 1,
1997, JTP issued 889.3836 of additional shares of JTP
Senior Preferred Stock, as payment of dividends through
that date.

The JTP Senior Preferred Stock has no voting rights and is
mandatorily redeemable on August 1, 2009.

Note 19 - Business segment information

The Company's business operations are classified into five
business segments: Specialty Printing and Labeling, Jordan
Specialty Plastics, Motors and Gears, Telecommunication
Products, and Consumer and Industrial Products.  As of
January 21, 1997, Welcome Home is no longer consolidated
in the Company=s results of operations and is therefore no
longer considered a separate business segment.  (See note
3)

Specialty 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.

Jordan Specialty 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 by Deflecto; and
manufacture of extruded vinyl chairmats for the office
products industry by Rolite.

Motors and Gears includes the manufacture of specialty
purpose electric motors for both industrial and commercial
use by Imperial; precision gears and gear boxes 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.

Telecommunication Products includes the manufacture and
distribution of silicon pre-lubricated plenum and other
configurations of Innerduct, a proprietary plastic pipe
used in the installation of fiber optic cable, and rigid
polyethylene pipe used for transporting potable water by
Dura-Line; electronic connectors, switches, RF coaxial
connectors and electronic hardware by Connectors; cable TV
electronic network components and electronic security
components by Viewsonics; custom electronic cables and
connectors for high technology, computer related
applications by Bond; custom electronic cable assemblies,
sub-assemblies and electro-mechanical assemblies for the
data and telecommunications markets by LoDan; design and
installation of cellular personal communications systems
and radio/broadcasting towers by EEI; custom cable
assemblies and other correcting devices by TSI; and power
conditioning and power protection equipment by Northern.
Vitelec is an importer, packager, and master distributor
of over 400 RF connectors and other electronic components.

Consumer and Industrial Products includes the
remanufacturing of transmission sub-systems for the U.S.
automotive aftermarket by DACCO; the publishing of Bibles
and the distribution of Bibles, religious books, and
recorded music by Riverside; precision machined titanium
hot formed parts used by the aerospace industry by
Parsons; decorative home furnishing accessories by Cape;
manufacture of plastic pipe by Dura-Line Retube; and
manufacture of orthopedic supports and pain reducing
medical devices at Cho-Pat.

Measurement of Segment Operating Income and Segment Assets

The Company evaluates performance and allocates resources
based on operating income.  The accounting policies of the
reportable segments are the same as those described in
Note 2 - Significant Accounting Policies.

Inter-segment sales exist between Cape and Welcome Home, a
specialty retailer of decorative home furnishings, and a
former subsidiary of the Company (see note 3).  These
sales were eliminated in consolidation prior to January
22, 1997, and were not presented in segment disclosures.
No single customer accounts for 10% or more of segment or
consolidated  net sales.

Operating income by business segment is defined as net
sales less operating costs and expenses, excluding
interest and corporate expenses.

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.

Factors  Used  to  Identify  the  Enterprise's  Reportable
Segments

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.

Summary financial information by business segment is as
follows:



Year ended
                                                December
31,
                                          1998      1997
1996
Net sales:
  Specialty Printing & Labeling         $120,160  $119,346
$109,587
  Jordan Specialty Plastics             71,568    24,038
20,120
  Motors and Gears                      275,833   148,669
117,571
  Telecommunications Products            310,028   257,010
131,592
  Welcome Home                               -       2,456
81,855
  Consumer and Industrial Products       166,018   155,593
140,842
     Total                              $943,607  $707,112
$601,567

Operating income:
  Specialty Printing & Labeling         $ 8,259      $
8,540   $  5,540
  Jordan Specialty Plastics             4,654
2,490          (592)
  Motors and Gears                       42,324     27,684
23,229
  Telecommunication Products             30,791
13,258     13,828
  Welcome Home                             -    ( 1,107)
(15,975)
  Consumer and Industrial Products       17,105
16,012     13,222
     Total business segment operating
      income                             103,133    66,877
39,252

  Corporate expenses                    (11,437)  (11,433)
(25,860)
     Total consolidated operating
      income                             $91,696   $55,444
$ 13,392

Depreciation and amortization
  (including the amortization of
  goodwill and intangibles):
  Specialty Printing & Labeling         $ 4,949      $
5,284    $ 4,800
  Jordan Specialty Plastics             4,693
2,291         2,245
  Motors and Gears                       12,727
9,015      7,078
  Telecommunication Products             14,885
10,938      7,204
  Welcome Home                               -         119
2,096
  Consumer and Industrial Products        3,550
4,168      3,540
     Total business segment
      depreciation and amortization      40,804
31,815     26,963

  Corporate                               4,243
3,506      3,475

     Total consolidated depreciation
      and amortization                  $45,047
$35,321    $30,438

Capital expenditures:
  Specialty Printing & Labeling         $ 1,886      $
1,906    $ 2,801
  Jordan Specialty Plastics               3,607
1,172        804
  Motors and Gears                        5,175
1,649      1,407
  Telecommunication Products              9,848
9,864      6,872
  Welcome Home                               -          -
1,638
  Consumer and Industrial Products        1,667      1,354
966
  Corporate                               2,542
1,346      2,652
     Total consolidated capital
       expenditures                     $24,725    $17,291
$17,140


                                 Dec 31,   Dec 31,    Dec 31,
                                1998       1997      1996
Identifiable assets:
 Specialty Printing & Labeling          $101,916
$104,979     $107,056
 Jordan Specialty Plastics                88,142
21,707       15,669
 Motors and Gears                        389,997
336,558      173,565
 Telecommunication Products              326,424
328,509      175,796
 Welcome Home                                 -
-        26,263
 Consumer and Industrial Products         98,932
106,243      129,682
     Total identifiable business
      segment assets                   1,005,411
897,996      628,031

  Corporate assets                        38,477
32,235       53,854
     Total consolidated identifiable
      assets                          $1,043,888
$930,231     $681,885

Summary financial information by geographic area is as
follows:
                                   
                                   Year ended
                                                December
31,
                                    1998
                                                       199
                                                       7
                                                       199
                                                       6

Net sales to unaffiliated customers:
     United States                         $ 840,461   $
                              630,418    $ 565,937
     Foreign
                                                       103
                                                       ,14
                                                       6
                                                       76,
                                                       694
                                                       35,
                                                       630
          Total                                  $943,607
                              $707,112     $601,567
                                   
                                   
Identifiable assets:
     United States                 $ 112,700$ 82,942$ 97,022
     Foreign                          26,878   22,128   14,018
          Total                    $ 139,578$ 105,070$ 111,040

Note 20 - Acquisitions and formation of subsidiaries

On January 20, 1998, Jordan Telecommunication Products,
Inc. ("JTP") through a newly created subsidiary K&S Sheet
Metal Holdings ("K&S Holdings"), a subsidiary of 80% owned
Bond Technologies, purchased the stock of K&S Sheet Metal
("K&S").  K&S is a manufacturer of precision metal
enclosures for electronic original equipment
manufacturers.  K&S is located in Huntington
Beach, California.

The purchase price of $15,930, including estimated costs
incurred directly related to the transaction, has been
preliminarily allocated to working capital of $2,666,
property, plant and equipment of $1,002, non-compete
agreements of $1,545 and other assets of $91 resulting in
an excess purchase price over net identifiable assets of
$10,626.  The acquisition was financed with $14,000 of
borrowings from JTP's revolving credit agreement and
$1,500 of a subordinated seller note.

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 will
accrete 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
intercompany 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.

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.

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.

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.

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.

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 $55,500.  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
$54; and resulted in an excess purchase price over net
identifiable assets of $41,456.  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.

On July 14, 1998, JTP, though its 70% owned subsidiary,
TSI, purchased the net assets of Opto-Tech Industries,
Inc. ("Opto-Tech").  Opto-Tech assembles and sells radio
frequency interference products, attenuators and message
waiting indicators to Regional Bell Operating Companies,
independent phone operators and distributors of
telecommunications products.  The purchase price of
$6,632, including costs incurred directly related to the
transaction, has been allocated to working capital of
$261, property, plant, and equipment of $42, and non-
current assets of $100, resulting in an excess purchase
price over net identifiable assets of $6,229.  The
acquisition was financed with $5,150 of borrowings from
JTP's revolving credit agreement and $1,250 of
subordinated seller notes.

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
$2,100.  The purchase price, including costs incurred
directly related to the transaction, was preliminarily
allocated to working capital of $772, property, plant, and
equipment of $953, and other non-current assets and
liabilities of ($498), resulting in an excess purchase
price over net identifiable assets of $873.  Euclid
designs and manufactures speed reducers, custom gearing,
right angle gearboxes and transaxles for use in a wide
array of industries including material handling,
healthcare and floor care.  Euclid has strong technical
expertise in the areas of worm, spur and helical gearing.

On January 8, 1997, Beemak purchased the net assets of
Arnon-Caine, Inc. (AACI@), a designer and distributor of
modular storage systems primarily for sale to wholesale
home centers and hardware stores.  ACI subcontracts its
production to third party injection molders located
primarily in Southern California, which use materials and
machines similar to those used by Beemak. By early 1998,
Beemak will serve as ACI=s primary supplier.

The purchase price of $4,600, including costs incurred
directly related to the acquisition, was allocated to
working capital of $300, property, plant and equipment of
$82, and excess purchase price over net identifiable
assets of $4,218.  The acquisition was financed with cash.

On May 30, 1997, JTP purchased the assets of LoDan West,
Inc. ("LoDan"), which designs, engineers and manufactures
high-quality custom electronic cable assemblies, sub-
assemblies and electro-mechanical assemblies for original
equipment manufacturers in the data and telecommunications
markets of the electronics industry.

The purchase price of $17,000, including estimated costs
incurred directly related to the transaction, was
allocated to working capital of $5,066,  property, plant
and equipment of $783, non-competition agreement of $250,
noncurrent assets of $41, and resulted in an excess
purchase price over net identifiable assets of $10,860.
The acquisition was financed with cash and a $1,500
subordinated seller note.

On June 12, 1997, Motors and Gears Industries, Inc.,
through its newly formed wholly-owned subsidiary, FIR
Group Holdings, Inc. and its wholly-owned subsidiaries,
Motors and Gears Amsterdam, B.V. and FIR Group Holdings
Italia, SrL, purchased all of the common stock of the FIR
Group Companies, consisting of CIME S.p.A., SELIN S.p.A.,
and FIR S.p.A.  The FIR Group Companies are manufacturers
of electric motors and pumps for niche applications such
as pumps for catering dishwashers, motors for industrial
sewing machines, and motors for industrial fans and
ventilators.

The purchase price of $50,496, including costs directly
related to the transaction, was preliminarily allocated to
working capital of $16,562, property, plant, and equipment
of $4,918, other long term assets and liabilities of
($3,442), and resulted in an excess of purchase price over
net identifiable assets of $32,458.  The cash was provided
from borrowings under the Motors and Gears Industries,
Inc. Credit Agreement established on November 7, 1996
among Motors and Gears Industries, Inc., various banks,
and Bankers Trust Company, as agent.

On September 2, 1997 JTP purchased the assets of
Engineered Endeavors Inc. (AEEI@).  EEI designs,
manufactures and installs custom cellular personal
communication systems and radio/broadcasting towers.

The purchase price of $41,500, including estimated costs
incurred directly related to the transaction, was
allocated to working capital of $2,068 property, plant,
and equipment of $799, non-competition agreement of
$2,500, other long-term assets of $14, and resulted in an
excess purchase price over net identifiable assets of
$36,119.  The acquisition was financed with $21,500 of
cash and $20,000 of borrowings under the JTP credit
facility.

On September 11, 1997 the Company purchased the net assets
of Cho-Pat, Inc. (ACho-Pat@).  Cho-Pat is a leading
designer and manufacturer of orthopedic supports and
patented preventative and pain reducing medical devices.
Cho-Pat currently produces nine different products
primarily for reduction of pain from injuries and the
prevention of injuries resulting from overuse of the major
joints.

The purchase price of $1,200, including estimated costs
incurred directly related to the transaction, was
allocated to working capital of $17, property, plant and
equipment of $23, and other long-term assets of $34 which
resulted in an excess purchase price over net identifiable
assets of $1,126.  The acquisition was financed with cash.

On October 27, 1997 Motors and Gears Industries, Inc.
(AMotors and Gears@) acquired all of the outstanding stock
of Electronic Design and Control Company (AED&C@).  ED&C
is a full service electrical engineering company which
designs, engineers and manufactures electrical control
systems and panels for material handling systems and other
like applications.  ED&C provides comprehensive design,
build and support services to produce electronic control
panels which regulates the speed of movement of conveyor
systems used in a variety of automotive plants and other
industrial applications.

The purchase price of $20,000, including costs incurred
directly related to the transaction, has been
preliminarily allocated to working capital of
$3,514, property, plant, and equipment of $132, covenants
not to compete of $120, and resulted in an excess purchase
price over net identifiable assets of $16,234.  The
acquisition was financed through a $16,000 borrowing on
the Motors and Gears line of credit and a $4,000
subordinated seller note.

On October 31, 1997 JTP purchased the stock of Telephone
Services, Inc. of Florida (ATSI@).  TSI designs,
manufactures and provides custom cable assemblies,
terminal strips and terminal blocks and other connecting
devices primarily to the telephone operating companies and
major telecommunication manufacturers.

The purchase price of $53,303, including estimated costs
incurred directly related to the transaction, has been
preliminarily allocated to working capital of $3,864,
property, plant, and equipment of $1,528, non-compete
agreement of $2,000, and non current assets of $107,
resulting in an excess purchase price over net
identifiable assets of $45,804.  The acquisition was
financed with a $48,000 borrowing under the JTP credit
facility, a $5,000 subordinated seller note and the
assumption of a $303 deferred purchase agreement.

On December 10, 1997, Motors and Gears Industries, Inc.,
through its newly formed wholly-owned subsidiary, Motion
Holdings, Inc., purchased all of the common stock of
Motion Control Engineering, Inc. (AMCE@).  MCE is the
leading independent supplier of electronic motion and
logic control products to the elevator industry.

The purchase price of $53,600, including costs directly
related to the transaction, was preliminarily allocated to
working capital of $10,071, property and equipment of
$1,428, non-competes and other of $1,005, and resulted in
an excess of purchase price over net identifiable assets
of $41,108.  The cash was provided from the issuance of
$100 million of 10 3/4% bonds by Motors and Gears, Inc.

Unaudited pro forma information with respect to the
Company as if the 1998 acquisitions had occurred on
January 1, 1998 and 1997 and as if the 1997 acquisitions
had occurred on January 1, 1997, is as follows:


                              Year Ended December 31,
                                     1998           1997
                                                       (un
                                                       aud
                                                       ite
                                                       d)
                                     (dollars in millions)

     Net sales                    $ 955,483        $
                                                  902,244
      Net (loss) income before
       extraordinary items           (18,139)
2,471
      Net (loss) income            $ (27,034)       $
(30,314)

Note 21 - Compensation Agreements

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 accrued for this compensation agreement in
1996.  The Company  paid the executive $860 during 1998,
$867 during 1997, and $1,300 during 1996, with the
remaining $905 payable in two equal semi-annual
installments payable on April 1, and October 1, 1999.

Note 22 - Additional Purchase Price Agreements

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.

The terms of the Company's Advanced DC purchase price
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.  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.  The Company made a payment of $3,100 to
the previous shareholders of Advanced DC in March 1999.

The Company has a contingent purchase price agreement
relating to its acquisition of Viewsonics in 1996.  The
plan is based on Viewsonics achieving certain earnings
before interest and taxes and can pay a minimum of $0 and
a maximum of $2,000 for the year ended July 31, 1997 and
$3,000 for the year ending July 31, 1998.  On January 2,
1998, the Company paid $1,388 for the plan year ended July
31, 1997.  At December 31, 1998, $1,081 was accrued for
the plan year ended July 31, 1998.

The Company also has a contingent purchase price agreement
relating to its acquisition of Motion Control on December
18, 1997. The terms of the Company=s 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.

In addition, the Company has an agreement to make an
additional purchase price payment of up to $4,000 to the
former owners of TSI if certain earnings projections are
met on or before March 1, 1999.  At December 31, 1998,
$3,742 was accrued related to this agreement.

Note 23 - Contingencies

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.

Note 24 - Subsequent Events

On March 22, 1999, the Company completed a $155,000 "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
net cash to the Company was $149,761.

On the same day, the Company purchased Alma Products
("Alma") for $86,300.  Alma is comprised of three primary
business segments: (i) high quality remanufactured torque
converters used to supply warranty replacements for
automotive 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.  As a premium remanufacturer of torque
converters, Alma has earned ISO-9002 status and supplies
Ford with 100% and Chrysler with approximately 70% of
their remanufactured torque converter requirements.  The
purchase price of $86,300 is made up of cash of $84,000
and the assumption of $2,300 in long-term liabilities
related to retiree healthcare benefits, and has not been
allocated at this time.

The Company also used the proceeds from the offering
described above to pay down its Revolving Credit Facility.
As of March 31, 1999, the Company has no borrowings
outstanding under its $75,000 Revolving Credit Facility.

On March 31, 1999, JTP, through a newly created
subsidiary, Integral Holdings, Inc. ("Integral Holdings"),
a subsidiary of Dura-Line Corporation, purchased the
assets of Integral Corporation ("Integral").  Integral is
a manufacturer of high-density polyethylene conduit for
the installation and protection of cables used in the
electrical, telecommunications, and cable TV industries.
Integral has locations in Dallas, Texas; England; and
Malaysia.

The purchase price of $17,000, which does not include
related transaction costs, has not been allocated at this
time.  The acquisition was financed with four-month
promissory notes for $9,937 and borrowings from JTP's
revolving credit agreement of $7,063.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE

           None.

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following sets forth the names and ages of each of the
Company=s directors and executive officers and the
positions they hold at the Company:

     Name                Age       Position with the
Company
     John W. Jordan II                  51        Chairman
                                   of the Board of
                                   Directors and Chief
                                   Executive Officer.
     Thomas H. Quinn                    51
                                   Director, President and
                                   Chief Operating
                                   Officer.
     
     Joseph S. Steinberg           55        Director.
     David Z. Zalaznick            43        Director.
     Jonathan F. Boucher           42        Director,
                                   Vice President &
                                   Assistant
     
     Secretary
     G. Robert Fisher                   59
                                   Director, General
                                   Counsel and Secretary.

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,
whichever is earlier.  Directors are elected annually and
executive officers hold office for such terms as may be
determined by the Company=s board of directors (the ABoard
of Directors@).

Set forth below is a brief description of the business
experience of each director and executive officers of the
Company.

     Mr. Jordan 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 American Safety
Razor Company, AmeriKing, Inc., Carmike Cinemas, Inc.,
Archibald Candy Corporation, GFSI Inc., GFSI Holdings,
Inc., Rockshox, Inc., and Apparel Ventures, Inc., as well
as other privately held companies.  In December 1996, Mr.
Jordan resigned as a Director and Officer of Welcome Home.
In January 1997, Welcome Home filed a voluntary petition
for bankruptcy.

     Mr. Quinn 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
(ABaxter@).  From September 1970 to November 1985, Mr.
Quinn was employed by American Hospital Supply Corporation
(AAmerican Hospital@), where he was a Group Vice President
and a corporate officer when American Hospital was
acquired by Baxter.  Mr. Quinn is also the Chairman of the
Board and Chief Executive Officer of American Safety Razor
Company, Archibald Candy Corporation and AmeriKing, Inc.,
as well as a director of Welcome Home and other privately
held companies.  In January 1997, Welcome Home filed a
voluntary petition for bankruptcy.

     Mr. Steinberg 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 bank holding company.  He is also a Trustee of New York
University.

     Mr. Zalaznick has served as a director of the Company since
June 1997.  Since 1982, Mr. Zalaznick has been a managing partner
of The Jordan Company.  Mr. Zalaznick is also a director of
Carmike Cinemas, Inc., AmeriKing, Inc., American Safety Razor
Company, Marisa Christina, Inc. and Apparel Ventures, Inc., as
well as other privately held companies.

     Mr. Boucher 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 American Safety Razor Company, as
well as other privately held companies.  In December 1996, Mr.
Boucher resigned as a director and officer of Welcome Home.  In
January 1997, Welcome Home filed a voluntary petition for
bankruptcy.

     Mr. Fisher 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.

Item 11.  EXECUTIVE COMPENSATION

     The following table shows the cash compensation paid by the
Company, for the three years ended December 31, 1998, for
services in all capacities to the President and Chief Operating
Officer of the Company.

                                                 Summary
Compensation Table(1)

                                                        Annual
Compensation

          Name and Principal Position      Year     Salary
Bonus      Other Compensation
          John W. Jordan II, Chief          1998
           Executive Officer(2)                1997    -        -
     -

1996 -        -
                                             -
                         
          Thomas H. Quinn,                       1998     600,000
                                        1,402,950         36,685
           President and Chief                        1997
                                             500,000    2,392,524
                                             870,000(3)
           Operating Officer                          1996
                                             500,000    1,850,750
                                             -





(1)  The aggregate number of shares of restricted Common Stock
     held by the Company=s executive officers and directors at
     December 31, 1997 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 AManagement-Restricted Stock
     Agreements.@

(2)  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.

(3)  The difference between the amount paid for 1,500 shares of
     common stock and the related market value of the stock.

     Employment Agreement.  Mr. Quinn has an employment agreement
with the Company which provides for his employment as President
and Chief Operating Officer of the Company.  The employment
agreement can be terminated at any time by the Company.  His base
salary is $600,000 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 payment 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 $5.0 million
Akey man@ life insurance policy on Mr. Quinn under which the
Company is the beneficiary.

     Restricted Stock Agreements. The Company is a party to
restricted stock agreements, dated as of February 25, 1988, with
each of 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 AGroup 1 Shares@
or AGroup 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 (AJZCC@), 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 AGroup 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 AGroup 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 AGroup 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.

     Director's Compensation. The Company compensates its
directors quarterly, at the rate of $20,000 per year for each
director.  The Indenture permits director 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.

Item 12.  PRINCIPAL STOCKHOLDERS

The following table furnishes information, as of March 31, 1999,
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.





                                        Amount of Beneficial
Ownership
                                         Number of
                                                       Percentage
                                          Shares       Owned(1)
Executive Officers and Directors
John W. Jordan II (2)(3)(4)
                                                       41,820.908
                                                       7
                                                       42.5%
David W. Zalaznick(3)(5)(6)
                                                       19,965.000
                                                       0
                                                       20.3%
Thomas H. Quinn(7)
                                                       10,000.000
                                                       0
                                                       10.2%
Leucadia Investors, Inc.(3)
                                                       9,969.9999
                                                       10.1%
Jonathan F. Boucher(8)
                                                       5,533.8386
                                                       5.6%
G. Robert Fisher(4)(9)
                                                       624.3496
                                                       0.6%
Joseph S. Steinberg(10)
                                                       0.0000
                                                       0.0%
All directors and officers as a group
 (5 persons)(3)
                                                       87,914.096
                                                       8
                                                       89.3%


(1)  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 or 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, 1997, there were
     98,501.0004 shares of Common Stock issued and outstanding.

(2)  Includes 1 share held personally and 41,819.9087 shares held
     by 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.

(3)  Does not include 100 shares held by The Jordan Zalaznick
     Capital Company (AJZCC@) or 3,500 shares of Common stock
     held by Mezzanine Capital & Income Trust 2001 PLC (AMCIT@),
     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.

(4)  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

(5)  Does not include 82.1697 shares held by Bruce Zalaznick, the
     brother of Mr. Zalaznick.

(6)  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.

(7)  Includes 4,000 shares which are treated as AGroup 2 Shares@
     pursuant to the terms of a Restricted Stock Agreement
     between Mr. Quinn and the Company.  See AManagement-
     Restricted Stock Agreements@.

(8)  Includes 1,000 shares which are treated as AGroup 2 Shares@
     pursuant to the terms of a Restricted Stock Agreement
     between Mr. Boucher and the Company.  See AManagement-
     Restricted Stock Agreements@.

(9)  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.

(10) Excludes 9,969.9999 shares held by Leucadia Investors, Inc.,
     of which Joseph S. Steinberg is President and a director.

     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 AStockholder
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 Aco-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.

Item 13.  CERTAIN TRANSACTIONS

Employment Agreements; Stock Transactions.  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
AManagement-Employment Agreement.@

In November 1996, the Company issued Mr. Quinn 1,500 shares of
Common Stock for $146,000 cash and a promissory note of
$1,314,000.  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 AManagement-Restricted Stock
Agreements@.

Fannie May.  On May 15, 1995, the Company purchased from Fannie
May $7.5 million aggregate principal amount of Subordinated Notes
and 75.6133 shares of junior Class A PIK Preferred Stock Fannie
May at face value for $9.1 million.  Also, 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 $151,000.  These shares of common
stock were purchased from the John W. Jordan II Revocable Trust,
which purchased them in July 1995 for $151,000.  On June 28,
1995, the Company purchased from The First National Bank of
Chicago $7.0 million aggregate principal amount of participations
in term loans of a wholly-owned subsidiary of Fannie May for $7.0
million, and agreed to purchase up to an additional $3.0 million
aggregate principal amount of such participations, depending upon
the financial performance of Fannie May.  The additional $3.0
million obligation is secured by a pledge from the Company of a
$3.0 million certificate of deposit purchased by the Company.  On
July 29, 1996, Mr. Jordan purchased $2.0 million of Fannie May
Subordinated Notes from the Company at face value plus accrued
interest.  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 AFannie May Candies@, is a manufacturer
and marketer of kitchen-fresh, high-end boxed chocolates through
its 337 company-owned retail stores and through third party
retail and non-retail sales channels.  Its products are marketed
under both the AFannie May@ and AFanny Farmer@ brand names.

On July 2, 1997, the Company received from Fannie May, $14.3
million in exchange for the above investments held by the
Company.  The amount received also included $1.6 million of
accrued interest and premium on the above Subordinated Notes and
term loans.  On July 7, 1997, the Company received $3.0 million
as a return of the certificate of deposit held by the Company as
security for an obligation to purchase additional participation
in the above-mentioned term loans.

JIR.  On June 23, 1998, the Company made approximately $0.8
million of unsecured advances to JIR, Inc., 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 our 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.

JZ International, LTD.  In November, 1998 M&G invested $5.6
million in the Class A Preferred Stock and $1.7 million in Class
B Preferred Stock of JZ International, Ltd. Motors and Gears
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
stockholders include Messrs. Jordan, Quinn, Zalaznick and
Boucher, who are the Company's directors and stockholders, as
well as other partners, principles 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.

CBD Networks, Inc.  During 1998, the Company made approximately
$1.4 million of unsecured advances to CBD Networks, Inc.  The
Company expects to form a new, Nonrestricted Subsidiary to
acquire all or substantially all of the business and assets of
CBD Networks in the near future, pursuant to which we will invest
$3.5 million in a five-year unsecured note, bearing interest at
10% per annum, and a warrant, exercisable for 10% of the issued
and outstanding common stock of CBD Networks.  The Company
expects that substantially all of the issued and outstanding
common stock of the company that acquires the business of CBD
Networks will be owned by The Company's Stockholders and the
management of CBD Networks.  CBD Networks is a provider of
Internet access for approximately 10,000 customers.

Healthcare Products Holdings, Inc.  During 1998 the Company made
approximately $1.0 million of unsecured advances to Healthcare
Products Holdings, Inc. Healthcare Products Holdings' Chief
Executive Officer is Thomas 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.

Cape Craftsmen.  On July 29, 1996, the Company acquired the stock
of Cape Craftsmen, Inc. (ACape Craftsmen@) from the Jordan
Company and JZCC in exchange for $12.1 million of notes
receivable from Cape Craftsmen.  Since the Company and Cape
Craftsmen have common ownership, the net assets of Cape Craftsmen
were recorded at the historical basis, $7.6 million, and resulted
in a non-cash loss of $4.5 million.

Legal Counsel.  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
into Bryan Cave LLP.  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 1998,
Bryan Cave LLP was paid approximately $1.1 million in fees and
expenses by the Company.

SAR Payments.  In connection with acquiring the Company=s
subsidiaries, the sellers of the subsidiaries, who usually
included the subsidiary=s management, often receive seller notes,
stock, stock appreciation rights (ASARs@) and special bonus plans
in respect of those subsidiaries.  In April 1997, the Company
paid and purchased SARs and related interests at three companies.
At Dura-Line, the Company paid $15.4 million to purchase Dura-
Line SARs from the president and chief financial officer of Dura-
Line (of which $9.4 million was paid in April 1997, $1.0 million
was paid in March 1998, and $5.0 million is payable in annual
installments through 2002), and redeemed $1.9 million of Dura-
Line preferred stock held by the president and chief financial
officer of Dura-Line in April 1998.  At AIM and Cambridge, the
Company paid $6.2 million to purchase AIM and Cambridge SARs
(based upon 20% of AIM=s and Cambridge=s appreciation from 1989
to 1996) from the estate of the former president of AIM and
Cambridge.  Each of these payments and purchases in respect of
the SARs was expensed for financial reporting purposes.

Sale of Paw Print.  As part of the Plan, the Company sold the
stock of Paw Print on July 31, 1997 for approximately $10.0
million of net cash proceeds (and the assumption by the purchaser
of approximately $2.5 million of indebtedness) to a newly-formed
company, which is organized and owned by the Jordan Group, but is
not a subsidiary of the Company.  The Company purchased Paw Print
on November 8, 1996, for a purchase price of $9.25 million and a
$2.5 million subordinated seller note.  See ARecapitalization and
Repositioning Plan@.

Directors and Officers Indemnification.  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 of a result of such person=s status as a
director of the Company.  See AManagement-Directors and Executive
officers of the Company@.

Future Arrangements.  The Company has adopted a policy that
future transactions between the Company and its officers,
directors and other affiliates (including the Motors and Gears
and the Jordan Telecommunication Products 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 than could be obtained from unaffiliated third parties.


                            PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K

(a)  Documents filed as part of this report:

(1)  Financial Statements

     Reference is made to the Index to Consolidated Financial
     Statements appearing at Item 8, which Index is incorporated
     herein by reference.

(2)  Financial Statement Schedule

     The following financial statement schedule for the years
     ended December 31, 1998, 1997 and 1996 is submitted
     herewith:

                      Item
Page Number

Schedule II  -  Valuation and qualifying accounts

     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.

(3)  Exhibits

     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.

(b)  Reports on Form 8-K

     None.




                           SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                        JORDAN INDUSTRIES, INC.


                                        By  /s/ John W. Jordan II
                                           John W. Jordan II
Dated:  March 31, 1999                     Chief Executive
Officer


     Pursuant to the requirements of the Securities 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.



                                        By  /s/ John W. Jordan II
                                           John W. Jordan II
                                           Chairman of the Board
of Directors
Dated:  March 31, 1999                     and Chief Executive
Officer






                                        By  /s/ Thomas H. Quinn
                                           Thomas H. Quinn
                                           Director, President
and Chief
Dated:  March 31, 1999                     Operating Officer






                                        By  /s/ Jonathan F.
Boucher
                                           Jonathan F. Boucher
                                           Director, Vice
President, and
Assistant Secretary
Dated:  March 31, 1999                     (Principal Financial
Officer)






                                        By  /s/  G. Robert Fisher
                                           G. Robert Fisher
                                           Director, General
Counsel and
Dated:  March 31, 1999                     Secretary




                                        By  /s/  David W.
Zalaznick
                                           David W. Zalaznick
Dated:  March 31, 1999                     Director




                                        By  /s/  Joseph S.
Steinberg
                                           Joseph S. Steinberg
Dated:  March 31, 1999                     Director





                                        By  /s/  Thomas C.
Spielberger
                                           Thomas C. Spielberger
Dated:  March 31, 1999                     Sr. Vice President,
Finance
                                           And Accounting





Schedule II


                    JORDAN INDUSTRIES, INC.
               VALUATION AND QUALIFYING ACCOUNTS
                     (dollars in thousands)


                                               Uncollect-
                                               ible
                                  Additions    balances
                     Balance at   charged to   written off
Balance at
                    beginning of  costs and    net of
end of
                       period     expenses     recoveries  Other
period


December 31, 1996:
 Allowance for doubt-
 ful accounts             1,306     1,343           (731)    765
2,683

Valuation allowance
 for deferred tax
 assets                  21,466    18,548              -        -
40,014

December 31, 1997:
 Allowance for doubt-
 ful accounts         2,683     2,091         (1,170)     41
3,645

Valuation allowance
 for deferred tax
 assets
                                                       40,014
                                                       13,212
                                                       -
                                                       (1,450)
                                                       51,776

December 31, 1998
 Allowance for doubt-
 ful accounts             3,645                        3,166
                                                       (2,341)
                                                       23
                                                       4,493

Valuation allowance
 for deferred tax
 Assets
                                                       51,776
                                                       13,564
                                                       -      -
                                                       65,340




                                                       
                         EXHIBIT INDEX

2(a)4               --   Agreement and Plan of
               Merger between the Thos. D. Murphy
               Company and Shaw-Barton, Inc.
3(a)1               --   Articles of Incorporation
               of the Registrants.
3(b)1               --   By-Laws of the
               Registrant.
4(a)3               --   Indenture, dated as of
               December 15, 1989, between the
               Registrant and First Bank National
               Association, Trustee, relating to
               the Registrant's Notes.
10(a)1,2       --   Intercompany Notes, dated June
               1, 1988, by and among the
               Registrant and the Subsidiaries.
10(b)1,2       --   Intercompany Management
               Agreement, dated June 1, 1988, by
               and among the Registrant and the
               Subsidiaries.
10(c)1,2       --   Intercompany Tax Sharing
               Agreement, dated June 1, 1988, by
               and among the Registrant and the
               Subsidiaries.
10(d)1         --   Management Consulting
               Agreement, dated as of June 1,
               1988, between the Registrant and
               The Jordan Company.
10(e)3         --   First Amendment to Management
               Consulting Agreement, dated as of
               January 3, 1989, between the
               Registrant and The Jordan Company.
10(f)7         --   Amended and Restated
               Management Consulting Agreement,
               dated September 30, 1990, between
               the Company and The Jordan Company.
10(g)1         --   Stockholders Agreement, dated
               as of June 1, 1988, by and among
               the Registrant's holders of Common
               Stock.
10(h)1         --   Employment Agreement, dated as
               of February 25, 1988, between the
               Registrant and Thomas H. Quinn.
10(i)1         C    Restricted Stock Agreement,
               dated February 25, 1988, between
               the Registrant and Jonathan F.
               Boucher.
10(j)1         --   Restricted Stock Agreement,
               dated February 25, 1988, between
               the Registrant and John R. Lowden.
10(k)1         --   Restricted Stock Agreement,
               dated February 25, 1988, between
               the Registrant and Thomas H. Quinn.
10(l)1         --   Stock Purchase Agreement,
               dated June 1, 1988, between
               Leucadia Investors, Inc. and John
               W. Jordan, II.
10(m)1         --   Zero Coupon Note, dated June
               1, 1988, issued by John W. Jordan,
               II to Leucadia Investors, Inc.
10(n)1         --   Pledge, Security and
               Assignment Agreement, dated June 1,
               1988 by John W. Jordan, II.
10(o)5         --   Revolving Credit and Term Loan
               Agreement, dated August 18, 1989,
               between the Company and The First
               National Bank of Boston.
10(p)7         --   Second Amendment to Revolving
               Credit Agreement, dated September
               1, 1990 between the Company and The
               First National Bank of Boston.
10(q)5         --   Supplemental Indenture No. 2,
               dated as of August 18, 1989,
               between the Company and the First
               Bank National Association, as
               Trustee.
10(r)8         --   Supplemental Indenture No. 3,
               dated as of December 15, 1990,
               between the Company and the First
               Bank National Association, as
               Trustee.
10(s)5         --   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.
10(t)9         --   Amended and Restated Revolving
               Credit Agreement dated December 10,
               1991 between the Company and The
               First National Bank of Boston.
10(u)(10)      --   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.
22                  --   Subsidiaries of the
               Registrant.
286                 --   Phantom Share Plan.

9911                --   Other Exhibits - None



1    Incorporated by reference to the Company's Registration
     Statement on Form S-1 (No. 33-24317).
2    The Company has entered into Intercompany Notes,
     Intercompany Management Agreements and Intercompany Tax
     Sharing Agreements with Riverside, AIM, Cambridge, Beemak,
     Hudson, Scott and Gear which are identical in all material
     respects 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.
3    Incorporated by reference to the Company's 1988 Form 10-K.
4    Incorporated by reference to the Company's 1989 First
     Quarter Form 10-Q.
5    Incorporated by reference to the Company's Second Quarter
     Report on Form 10-Q Amendment No. 1, filed September 19,
     1989.
6    Incorporated by reference to the Company's 1989 Form 10-K.
7    Incorporated by reference to the Company's 1990 Third
     Quarter Form 10-Q.
8    Incorporated by reference to the Company's 1990 Form 10-K.
9    Incorporated by reference to the Company's Form 8-K filed
     December 16, 1991.
10   Incorporated by reference to the Company's 1994 Second
Quarter Form
     10-Q.
11   Incorporated by reference to the Company=s 1995 Form 10-K.