<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                          
                         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 the fiscal year ended:               Commission file number:
            DECEMBER 31, 1998                            0-21139

              -------------------------------------------------------

                           DURA AUTOMOTIVE SYSTEMS, INC.
               (Exact name of Registrant as specified in its charter)

            DELAWARE                                38-3185711
     (State of Incorporation)         (I.R.S. Employer Identification No.)

                4508 IDS CENTER
            MINNEAPOLIS, MINNESOTA                       55402
            (Address of Principal                      (Zip Code)
             Executive Offices)

         Registrant's telephone number, including area code: (612) 342-2311

              -------------------------------------------------------

         Securities registered pursuant to Section 12(b) of the Act:  None
            Securities registered pursuant to Section 12(g) of the Act:
                   Class A Common Stock, par value $.01 per share

              -------------------------------------------------------

     Indicate by check mark 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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes X  No 
                                               ---   ---

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.

     As of March 26, 1999, 9,063,588 shares of Class A Common Stock of the 
Registrant were outstanding and the aggregate market value of the Class A 
Common Stock of the Registrant (based upon the last reported sale price of 
the Common Stock at that date by the Nasdaq National Market System), 
excluding shares owned beneficially by affiliates, was approximately 
$227,819,000.  In addition, 3,325,303 shares of Class B Common Stock of the 
Registrant were outstanding at March 26, 1999.

Information required by Items 10, 11, 12 and 13 of Part III of this Annual 
Report on Form 10-K incorporates by reference information (to the extent 
specific sections are referred to herein) from the Registrant's Proxy 
Statement for its annual meeting to be held May 20, 1999 (the "1999 Proxy 
Statement").

              -------------------------------------------------------

<PAGE>
                                          
                                          
                           DURA AUTOMOTIVE SYSTEMS, INC.
                             ANNUAL REPORT ON FORM 10-K
                                          
                                 TABLE OF CONTENTS
                                          
<TABLE>
<S>      <C>        <C>
PART I

         Item 1.    Business
         Item 2.    Properties
         Item 3.    Legal Proceedings
         Item 4.    Submission of Matters to a Vote of Security Holders

PART II

         Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters
         Item 6.    Selected Financial Data
         Item 7.    Management's Discussion and Analysis of Results of Operations and
                    Financial Condition
         Item 7A.   Quantitative and Qualitative Disclosure about Market Risk
         Item 8.    Financial Statements and Supplementary Data
         Item 9.    Changes in and Disagreements with Accountants on Accounting and
                    Financial Disclosure

PART III

         Item 10.   Directors and Executive Officers of the Registrant
         Item 11.   Executive Compensation
         Item 12.   Security Ownership of Certain Beneficial Owners and Management
         Item 13.   Certain Relationships and Related Transactions

PART IV

         Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K
</TABLE>

                                    - 2 -
<PAGE>

                                    PART I

ITEM 1.   BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS

     BACKGROUND OF COMPANY

     Dura Automotive Systems, Inc. and its subsidiaries (collectively 
referred to as "Dura" or the "Company") is a leading designer and 
manufacturer of driver control systems, cable-related systems and engineered 
mechanical components for the global automotive industry.  Dura's products 
include parking brake systems, automotive cables, transmission shifter 
systems, latches, hinges, underbody tire carriers, jacks, brake, clutch and 
accelerator pedals and other mechanical assemblies.  Dura sells its products 
to the major North American, Japanese and European automotive original 
equipment manufacturers ("OEMs").  Dura has manufacturing and product 
development facilities located in the United States, Australia, Brazil, 
Canada, France, Germany, Mexico, Spain and the United Kingdom and has 
strategic alliances in India and Japan.

     The automotive components supply industry is undergoing significant 
consolidation and globalization as OEMs continue to reduce their supplier 
base. In order to lower costs and improve quality, OEMs are awarding 
sole-source contracts to full-service suppliers who are able to supply larger 
portions of a vehicle on a global basis.  OEMs' criteria for supplier 
selection include not only cost, quality and responsiveness, but also 
full-service design, engineering and program management capabilities.  OEMs 
are seeking suppliers capable of providing complete systems rather than 
suppliers who only provide separate component parts.  In addition, OEMs are 
increasingly requiring their suppliers to have the capability to design and 
manufacture their products in multiple geographic markets.

     In response to these trends, Dura has pursued a disciplined strategy 
whereby it has acquired a number of automotive suppliers that provide 
additional product, manufacturing and technical capabilities, broaden its 
geographic coverage and strengthen its ability to supply products on a global 
basis, increase the number of models for which Dura supplies products and 
increase the content level on existing models, and add new customers.  Since 
its formation in 1990, Dura has completed 10 such acquisitions and and has 
entered into two joint ventures.  As a full-service supplier with strong OEM 
relationships, Dura expects to continue to benefit from the supply base 
consolidation trends.
     
     During 1998, Dura completed a series of strategic acquisitions, as 
follows:
     
     -   In March 1998, Dura acquired Universal Tool & Stamping Co., Inc. 
("Universal"), a manufacturer of jacks for the North American automotive 
industry.  The acquisition provided Dura with a market presence for jacks in 
North America and added Honda as a significant new customer.
    
     -   In April 1998, Dura acquired all of the outstanding equity interests 
of Trident Automotive plc ("Trident").  The acquisition of Trident increased 
Dura's automotive cable design and manufacturing capabilities in North 
America and Europe and added new products such as door handles and lighting 
components. Dura subsequently concluded that the door handle business did not 
meet the Company's objectives for continued investment and, as such, did not 
represent a continuing core product line to Dura.  As a result, in January 
1999, Dura sold the door handles business for $15 million in total 
consideration.

                                    - 3 -

<PAGE>

     -   In August 1998, Dura acquired the hinge business ("the Hinge 
Business") of Tower Automotive, Inc.  This acquisition provided Dura with the 
technology and manufacturing capabilities to produce automotive hood and deck 
lid hinges.
     
     As a result of these strategic acquisition efforts, Dura believes that 
it is the leading North American supplier of parking brake mechanisms, 
transmission shifter mechanisms and automotive cables.  In addition, Dura 
believes that it is a leading supplier of automotive cables in Europe.  Dura 
is now one of the few suppliers to offer integrated parking brake, shifter 
and latch systems world wide.  These systems, which consist of mechanisms and 
cables, require significant design and engineering expertise because they are 
critical to the vehicle's reliability, performance and safety.  Dura believes 
that its customers value its ability to design, manufacture and assemble 
complete systems.

     Dura's revenues have increased from $129.3 million in 1993 to $739.5 
million in 1998, representing a compound annual growth rate of approximately 
42%.  Over this same period, Dura's operating income margin has improved from 
2.8% of revenues to 9.6% of revenues.  This growth is the result of the 
Company's acquisition strategy, internal growth and disciplined manufacturing 
efficiency and productivity initiatives related to both existing and acquired 
operations.

     Approximately 77% of Dura's 1998 revenues were generated from sales to 
North American OEMs with its major customers being Ford, GM, DaimlerChrysler, 
Toyota, Honda and Nissan.  Dura manufactures products for many of the most 
popular car, light truck and sport utility models, including all ten of the 
top ten selling vehicles in North America for 1998:  the Ford Taurus, 
Explorer, Ranger and F-Series pickup, the GM C/K pickup, the Dodge Caravan 
and Ram pickup; the Honda Accord and Civic, and the Toyota Camry.  As a 
result of recent acquisitions, approximately 23% of Dura's 1998 revenues were 
generated from sales to European OEMs including Volkswagen, Mercedes, PSA 
(Peugeot and Citroen), BMW and Renault.  Dura is generally the sole supplier 
of the parts it sells to OEMs and will ordinarily continue to supply parts 
for a particular model for the life of the model, which usually ranges from 
three to seven years.

     RECENT DEVELOPMENTS

     On March 23, 1999, Dura acquired Excel Industries, Inc. ("Excel"), a 
designer and manufacturer of window, door and seating systems for the North 
American and European automotive and heavy-truck markets.  In addition, Excel 
designs and manufactures appliances and other components for sale to the 
North American recreational vehicle market.  Excel had revenues of $1.1 
billion during 1998 and operating income of $31.5 million.  Excel's principle 
customers include Ford, DaimlerChrysler, GM, Volkswagen, Fleetwood, Winnebago 
and Navistar.
     
     The acquisition of Excel expands Dura's product offerings through the 
addition of window and door systems, increases penetration with important 
customers such as DaimlerChrysler and Volkswagen and provides opportunities 
for increased operational efficiencies through the consolidation of design, 
engineering and administrative activities and through the application of 
technological capabilities throughout the combined operation.
     
     On March 15, 1999, Dura acquired Adwest Automotive plc ("Adwest"), a 
designer and manufacturer of driver control mechanisms and engine control 
products for the European automotive market.  Adwest's revenues for its 
fiscal year ended June 30, 1998 were $400 million

                                    - 4 -

<PAGE>

and operating income was $30 million. Adwest's principle customers include 
Volkswagen, BMW, PSA, Ford, and Renault.
     
     Through its addition of driver control mechanism design and 
manufacturing capabilities, the acquisition of Adwest enables Dura to supply 
complete driver control systems (including the mechanism and related cable) 
to the European automotive market.  In addition, this acquisition strenghtens 
Dura's relationship with a broad range of Europe's largest OEMs, including 
Volkswagen and BMW.  The physical proximity of Dura's European facilities to 
those of Adwest will also provide opportunities to achieve operational 
synergies through the consolidation of design, engineering and administrative 
activities and through the reorganization of the combined company's 
manufacturing activities.
     
     On a pro forma basis, after giving effect to the acquisitions of 
Universal, Trident, the Hinge Business, Excel and Adwest, total 1998 revenues 
were in excess of $2.5 billion and operating income was approximately $249 
million.

     INDUSTRY TRENDS

     Dura's performance and growth is directly related to certain trends 
within the automotive market, including the consolidation of the component 
supply industry, the growth of system sourcing and the increase in global 
sourcing.

     SUPPLIER CONSOLIDATION.  During the 1990s, OEMs have continued to reduce 
their supplier base in certain product segments, including mechanical 
assemblies, awarding sole-source contracts to full-service suppliers.  As a 
result, OEMs currently work with a smaller number of full-service suppliers 
each of which supplies a greater proportion of the total vehicle.  These 
requirements can best be met by suppliers with sufficient size, geographic 
scope and financial resources to meet such demands.  For full-service 
suppliers such as Dura, this new environment provides an opportunity to grow 
by obtaining business previously provided by other non full-service suppliers 
and by acquiring suppliers that further enhance product, manufacturing and 
service capabilities. OEMs rigorously evaluate suppliers on the basis of 
product quality, cost control, reliability of delivery, product design 
capability, financial strength, new technology implementation, quality and 
condition of facilities and overall management.  Suppliers that obtain 
superior ratings are considered for sourcing new business; those that do not 
generally continue their existing contracts, but normally do not receive 
additional business.  Although these supplier policies have already resulted 
in significant consolidation of component suppliers in certain segments, Dura 
believes that opportunities exist for further consolidation within Dura's 
segment.  This is particularly true in Europe, which has many suppliers in 
this segment, many with relatively small market shares.

     SYSTEM SOURCING.  OEMs increasingly seek suppliers capable of 
manufacturing complete systems of a vehicle rather than suppliers who only 
produce the separate parts that comprise a system.  By outsourcing complete 
systems, OEMs are able to reduce their costs associated with the design and 
integration of different components and improve quality by enabling their 
suppliers to assemble and test major portions of the vehicle prior to 
beginning production.  Dura has capitalized on this trend by designing its 
mechanisms and cable systems to function together and by providing cable and 
mechanism designs that are integrated into the design of the entire vehicle.

     GLOBAL SOURCING.  Regions such as Asia, Latin America and Eastern Europe 
are expected to experience significant growth in vehicle demand over the next 
ten years.  OEMs are positioning themselves to reach these emerging markets 
in a cost-effective manner by seeking to

                                    - 5 -

<PAGE>

design and produce "world cars" which can be designed in one vehicle center 
but produced and sold in many different geographic markets, thereby allowing 
OEMs to reduce the overall per-unit design costs and take full advantage of 
low-cost manufacturing locations.  OEMs increasingly are requiring their 
suppliers to have the capability to design and manufacture their products in 
multiple geographic markets.

     Dura has manufacturing facilities located in Australia, Brazil, Canada, 
France, Germany, Mexico, Spain and the United Kingdom.  Through the 
acquisitions of Excel and Adwest, facilities in the Czech Republic and 
Portugal have also been added.  In addition, Dura has formed, or is in the 
process of forming, strategic alliances with other suppliers throughout the 
world.  These strategic alliances, which range from investments in other 
manufacturers to informal understandings, should not only give Dura access to 
new geographic markets and customers, but also the capability of offering 
complementary products.  Dura also has four technical centers located at its 
facilities in Europe and it has relocated technical personnel resources to 
locations in which OEMs will develop "world cars."  By participating in the 
design of these vehicles and through implementation of manufacturing 
processes near the international facilities of the OEMs, Dura believes it can 
continue to expand on its international presence.

     BUSINESS STRATEGY

     Dura's business objective is to capitalize on the consolidation, 
globalization and system sourcing trends in the automotive supply industry in 
order to be the leading provider of driver control systems, cables and 
engineered mechanical components to OEMs worldwide.  Key elements of Dura's 
operating and growth strategies are outlined below:

OPERATING STRATEGY

     FULL-SERVICE DESIGN AND ENGINEERING CAPABILITIES.  Dura has maintained a 
technological advantage through its investment in product development and 
advanced engineering.  Dura works with OEMs throughout the product 
development process from concept vehicle and prototype development through 
the design and implementation of manufacturing processes.  Dura's 
computer-aided design systems are compatible with its major customers, 
enabling Dura to communicate design developments with customer engineers 
throughout the design and development stage.

     EFFICIENT MANUFACTURING/CONTINUOUS IMPROVEMENT PROGRAMS.  Dura continues 
to implement strategic initiatives designed to improve product quality and 
reduce manufacturing costs through, among other things, the introduction of 
cellular manufacturing methods, consolidation of manufacturing facilities, 
improvement in inventory management and reduction of scrap.  Manufacturing 
flexibility enables Dura's facilities to produce systems in a cost-effective 
manner and strengthens Dura's ability to meet the just-in-time and in-line 
sequence delivery schedules of many of its customers.  In addition, Dura 
utilizes the Dura Operating System, which is a common set of key metrics used 
in all facilities, to measure actual performance in comparison to standards 
and goals.

     STRONG CUSTOMER RELATIONSHIPS.  Dura has developed strong customer 
relationships with over 20 OEMs based on its long history of high-quality 
manufacturing and full system customer support.  Significant investment in 
design and engineering capabilities drive new product development, lower 
costs and provide the capabilities necessary to produce complete systems.  
Access to and relationships with OEMs' engineering and purchasing personnel 
allow Dura to identify business opportunities and react to customer needs in 
the early stages of vehicle design and give it a competitive advantage in 
securing new business.

                                    - 6 -

<PAGE>

     DECENTRALIZED, PARTICIPATORY CULTURE.  Dura's decentralized approach to 
managing its manufacturing facilities encourages decision making and employee 
participation in areas such as manufacturing processes and customer service. 
This "team" approach enhances communication of strategic direction and goals 
while facilitating a greater success rate in reaching and exceeding its 
objectives and fosters a unified culture.  Dura provides incentives to 
managers and salaried and hourly employees through grants under Dura's stock 
option plan and participation in the employee stock discount purchase plan.

GROWTH STRATEGY

     STRATEGIC ACQUISITIONS.  Dura seeks to make acquisitions that:  (i) 
provide additional product, manufacturing and technical capabilities; (ii) 
broaden Dura's geographic coverage and strengthen its ability to supply 
products on a global basis; (iii) increase the number of models for which 
Dura supplies products and increase the content level on existing models; and 
(iv) add new customers.  Dura competes in what it believes to be a $10 to $12 
billion, highly fragmented market that provides numerous potential 
acquisition and joint venture opportunities.

     Dura Automotive Systems, Inc. is a holding company whose predecessor was 
formed by Hidden Creek Industries ("Hidden Creek"), Onex DHC LLC (together 
with its affiliates, "Onex"), J2R Corporation ("J2R") and certain others for 
the purpose of acquiring the Dura Automotive Hardware and Mechanical 
Components divisions of Wickes Manufacturing Company ("Wickes") in November 
1990.  In August 1994, Dura entered into a transaction that combined the 
operations of Dura's operating subsidiary, Dura Operating Corp. ("Dura"), 
with the automotive parking brake and cable business and light duty cable 
business (the "Brake and Cable Business") of Alkin Co. ("Alkin").

     Since the completion of the acquisition of the Brake and Cable Business, 
Dura has successfully completed the following strategic acquisitions and 
joint venture:

     -   In August 1996, Dura formed a joint venture with Excel to 
participate equally in the acquisition of a 25.5% interest in Pollone S.A. 
("Pollone"), a manufacturer of automotive components and mechanical 
assemblies headquartered in Sao Paulo, Brazil, for $5 million in total.  The 
joint venture also loaned Pollone an additional $10.5 million pursuant to 
notes which are convertible into equity of Pollone at the joint venture's 
option.  In January 1998, the joint venture increased its interest in Pollone 
to 51.0% through the conversion of certain of these notes.  This investment 
provided Dura with a manufacturing presence in Latin America.
     
     -   In October 1996, Dura acquired the parking brake business of 
Rockwell Light Vehicle Systems France S.A. for approximately $3.8 million.  
The parking brake business, which is operated from a facility in Cluses, 
France, added a manufacturing presence in Europe and PSA (Peugeot and 
Citroen) and Renault as customers.
     
     -   In December 1996, Dura acquired KPI Automotive Group ("KPI") from 
Sparton Corporation for approximately $78.8 million.  KPI manufactures 
shifter systems, parking brake mechanisms, brake pedals and underbody tire 
carriers for the North American automotive industry from facilities in 
Indiana and Michigan.  The acquisition added significant market penetration 
in console-based shifter systems, increased platform content and added a 
significant new product line in underbody tire carriers.
     
     -   In January 1997, Dura acquired the VOFA Group ("VOFA") for 
approximately $38.0 million in cash and assumed indebtedness, plus contingent 
payments.  VOFA designs and

                                   - 7 -

<PAGE>

manufactures shifter cables, brake cables and other light duty cables for the 
European automotive and industrial markets from facilities in Dusseldorf, 
Gehren and Daun, Germany and Barcelona, Spain.  The acquisition added new 
customers such as Mercedes, Volkswagen and BMW, provided a strong European 
position and established Dura's cable manufacturing capabilities globally.
     
     -   In May 1997, Dura acquired the automotive parking brake business 
from Excel for approximately $2.9 million.  The acquisition increased Dura's 
penetration of the parking brake market and expanded Dura's relationship with 
Chrysler.
     
     -   In August 1997, Dura acquired GT Automotive Systems, Inc. ("GT 
Automotive") for approximately $45.0 million in cash and assumed 
indebtedness, plus contingent payments.  GT Automotive designs and 
manufactures column-mounted shifter systems and turn signal and tilt lever 
assemblies for North American OEMs.  At the time of the acquisition, GT 
Automotive had a substantial share of the North American column-based shifter 
market.  The acquisition of GT Automotive, combined with Dura's existing 
position in console-based shifter systems, increased Dura's share of the 
North American shifter market to the leading position.  In addition, the 
acquisition added Nissan as a customer.
     
     -   In December 1997, Dura purchased approximately 19% of the 
outstanding common stock of Thixotech Inc. ("Thixotech") for approximately 
$0.5million. Dura also loaned Thixotech an additional $2.8 million pursuant 
to notes which are convertible into additional common stock of Thixotech at 
Dura's option. Thixotech is currently pursuing the development of an 
alternative manufacturing technology for component parts.
     
     -   In December 1997, Dura acquired REOM Industries ("REOM"), an 
Australian designer and manufacturer of jacks and parking brakes, for 
approximately $3.7 million.  The acquisition added market penetration in 
parking brakes, a new product (jacks) and established a presence in the 
Pacific Rim.
     
     -   In March 1998, Dura acquired Universal, a manufacturer of jacks for 
the North American automotive industry, for approximately $19.5 million.  
Universal had 1997 revenues of approximately $37.0 million.  Universal's 
customers include General Motors, Ford and Honda.  The acquisition provided 
Dura with a market presence for jacks in North America and added Honda as a 
significant new customer.
     
     -   In April 1998, Dura acquired all of the outstanding equity interests 
of Trident.  Trident had revenues of approximately $300 million in 1997, of 
which 69 percent was derived from sales of cable assemblies, principally to 
the automotive OEM market, and the balance from door handle assemblies, 
lighting and other products.  Approximately 68 percent of Trident's revenues 
were generated in North America, 27 percent in Europe and the remainder in 
Latin America. Trident has manufacturing and technical facilities in 
Michigan, Tennessee, Arkansas, Canada, the United Kingdom, Germany, France 
and Brazil.  Pursuant to the terms of the agreement, Dura acquired all of the 
outstanding equity interests of Trident for total consideration of $93.2 
million in cash.  In addition, Dura assumed $75.0 million of Trident's 
outstanding 10% Senior Subordinated Notes due 2005.  Dura also repaid 
Trident's outstanding senior indebtedness of approximately $53.0 million.
     
     -   In August 1998, Dura acquired the Hinge Business for approximately 
$37.3 million.  The Hinge Business has annual revenues of approximately $50.0 
million and manufactures automotive hood and deck lid hinges.

                                   - 8 -

<PAGE>

     -   In March 1999, Dura acquired Excel for approximately $155 million 
in cash, 5.1 million shares of Dura Class A Common Stock and the assumption of 
$167 million in indebtedness.  Excel designs and manufactures window, door 
and seating systems for the automotive, recreational vehicle, heavy truck and 
mass transit markets and appliances and hardware for the recreational vehicle 
market.  Excel also manufactures decorative trim for the automotive market 
and complex injection molded parts for the consumer and industrial markets.  
Revenues for 1998 were approximately $1.1 billion.  The acquisition of Excel 
provided the Company with new, value-added product lines and strengthed 
Dura's relatationship with important customers such as Ford, DaimlerChrysler, 
Volkswagen and BMW.
     
     -   In March 1999, the Company acquired Adwest for $210 million in cash 
and the assumption of $120 million in indebtedness.  Adwest designs and 
manufactures driver control mechanisms, engine control products and 
automotive cable primarily for the European automotive market and has annual 
revenues of $400 million.  The acquisition of Adwest provided Dura with 
substantial driver control mechanism design and production capability in 
Europe and broadened the Company's dealings with customers such as 
Volkswagen, BMW, Ford, GM, Peugeot and Renault.
     
     FOCUS ON HIGHER VALUE-ADDED SYSTEMS.  OEMs continue to seek suppliers 
capable of manufacturing complete systems for a vehicle rather than suppliers 
that produce only the component parts which comprise a system.  Systems 
manufacturing offers OEMs the opportunity for significant cost savings and 
improved product quality and consistency.  By capitalizing on Dura's existing 
product portfolio and through the combination of multifunctional mechanical 
and cable products, Dura intends to continue to expand its capabilities to 
provide additional integrated systems.  The acquisition of Excel adds window 
and door systems to Dura's product offering, further increasing its ability 
to supply fully integrated systems to it customers.

     INCREASE PLATFORM AND CUSTOMER PENETRATION.  Dura's strategy is to 
increase volume by adding new customers and to strengthen existing customer 
relationships by broadening its range of products through internal 
development efforts and acquisitions.  During 1997, Dura established 
important new customer relationships with Mercedes, Volkswagen and BMW 
through the acquisition of VOFA, while the Adwest acquisition further 
broadens these relationships and increased Dura's business with Japanese OEMs 
in Europe.  While maintaining its strong relationships with Ford and GM, Dura 
has also successfully increased its participation in the supply of its other 
customers' model lines.  For example, during 1991, Dura participated in only 
a limited number of Toyota's production models.  By 1997, Dura had 
established a supply relationship that covers a full range of Toyota 
vehicles, including two models manufactured in Japan.  Dura has also 
increased the sales content on popular vehicle platforms such as Ford's 
Taurus/Sable and Escort, DaimlerChrysler's minivan, Grand Cherokee, Dodge Ram 
and Dakota Pickups, Volkswagen's Golf and Audi's A3 by providing additional 
products which were developed by Dura or added to its product line through 
acquisition.

     EXPAND PENETRATION OF INTERNATIONAL MARKETS.  In 1998, over 70% of total 
worldwide passenger vehicle production occurred outside North America.  To 
meet OEMs' increasing preference for suppliers with global capabilities, Dura 
has expanded its manufacturing operations into new geographic markets through 
strategic acquisitions and a joint venture.  Consistent with this strategy, 
Dura believes that the VOFA (Germany and Spain), Rockwell Light Vehicle 
Systems France S.A. (France) and REOM (Australia) and Trident (United 
Kingdom, France, and Germany) acquisitions as well as the Pollone 
(Brazil) joint venture will expand its ability to serve its customers 
globally.  Following the acquisitions of Excel and Adwest, approximately 36% 
of Dura's revenues will be earned outside of North America.  Dura believes 
that increased international sales will allow Dura to mitigate the effects of 
cyclical downturns in

                                   - 9 -

<PAGE>

a given geographic region and further diversify Dura's OEM customer base.  In 
addition, Dura believes that its increased international presence will 
provide a competitive advantage in the pursuit of certain "world car" supply 
opportunities.

     PRODUCTS

     Dura's product offerings include:  (i) automotive cables (such as 
parking brake, shifter, throttle, oil level, hood release, and fuel door); 
(ii) parking brake mechanisms (foot and hand operated); (iii) transmission 
shifter mechanisms (manual and automatic console-based and column-mounted); 
(iv) latches (primary, secondary, and combination hood, deck lid and tail 
gate); (v) lighting products; and (iv) other engineered mechanical components 
(such as underbody tire carriers, jacks, hinges, brake, clutch and 
accelerator pedals, and tilt lever and turn signal assemblies).  Dura 
believes that it is a leading North American supplier of parking brake 
mechanisms, transmission shifter mechanisms and automotive cables.  Dura 
believes that it is a leading supplier of automotive cables in Europe.  Dura 
offers individual components as well as integrated parking brake, shifter and 
latch systems, which consist of mechanisms and cables.

     The following table sets forth the approximate composition by product 
category of Dura's revenues for the last three fiscal years:

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                       ----------------------------------------------
                                                            1998            1997           1996
                                                            ----            ----           ----
         <S>                                                <C>             <C>            <C>
         Automotive cables                                    38%             44%             39%
         Parking brake mechanisms                             18              26              39
         Transmission shifter mechanisms                      17              13               4
         Other products                                       27              17              18
                                                        ----------      -----------      -------
              Total                                          100%            100%            100%
                                                        ----------      -----------      -------
                                                        ----------      -----------      -------
</TABLE>

     With the acquisition of Excel and Adwest, Dura's product offering expanded
to include: (i) window systems (rear, vent, quarter, push-out and sliding) for
the automotive, recreational vehicle, heavy truck and mass transit markets; (ii)
door systems (window regulators, door frames and latches); (iii) seat systems
(seat and height adjuster and recliner mechanisms); (iv) exterior trim
components; (v) appliances and hardware for the recreational vehicle market; and
(vi) engine control products.  On a pro forma basis, 1998 revenues by product
were as follows:

                                   - 10 -
<PAGE>

<TABLE>

         <S>                                                       <C>
         Automotive cables                                            17%
         Window systems                                               17
         Door systems                                                 10
         Recreational vehicle, mass transit and heavy
            truck products                                             9
         Transmission shifter mechanisms                               8
         Parking brake mechanisms                                      6
         Seat systems                                                  5
         Other products                                               28
                                                                --------
              Total                                                  100%
                                                                ========
</TABLE>

     CUSTOMERS AND MARKETING

     Dura has a diverse customer base that includes Ford, GM, 
DaimlerChrysler, Volkswagen, Toyota, Honda, Peugeot, Renault, Nissan and BMW. 
In North America, Dura supplies its products primarily to Ford, GM, 
DaimlerChrysler and Toyota. As a result of recent acquisitions, Dura has 
expanded its global presence and has added certain customers and increased 
its penetration into other customers such as Volkswagen and BMW.

     The following is a summary of Dura's customers that accounted for a 
significant portion of consolidated revenues in the past three fiscal years:

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                       ----------------------------------------------
                                                            1998            1997           1996
                                                            ----            ----           ----
         <S>                                                <C>             <C>            <C>
         Ford                                                 36%             42%             49%
         GM                                                   23              25              36
         DaimlerChrysler                                      15              10               8
         Volkswagen                                            4               4              --
         Toyota                                                4               4               5
         BMW                                                   2               3              --
         Honda                                                 2              --              --
         PSA (Peugeot and Citroen)                             3              --              --
         Renault                                               1              --              --
         Other                                                10              12               2
                                                         ----------     -----------       ------
              Total                                          100%            100%            100%
                                                         ==========     ===========       =======
</TABLE>

     Following the acquisition of Excel and Adwest, Dura's 1998 pro forma 
revenues by customer were as follows:

<TABLE>

         <S>                                                 <C>
         Ford/Jaguar                                          32%
         GM                                                   13
         DaimlerChrysler                                      10
         Volkswagen                                            9
         BMW                                                   5
         PSA (Peugeot and Citroen)                             3
         Renault                                               2
         Other                                                26
                                                        ---------
              Total                                          100%
                                                        =========
</TABLE>

     Dura's customers award contracts for a particular car platform, which 
may include more than one car model.  Such contracts range from one year to 
the life of the model, which is

                                    - 11 -

<PAGE>

generally three to seven years, and do not require the purchase by the 
customer of any minimum number of parts.  Dura also competes for new business 
to supply parts for successor models and therefore is subject to the risk 
that the OEM will not select Dura to produce parts on a successor model.  
Because Dura supplies parts for a broad cross-section of both new and mature 
models, its reliance on any particular model is minimized.  Dura manufactures 
products for many of the most popular car, light truck, sport utility and 
mini-van models in North America and Europe.  Although not comprehensive, the 
following table presents an overview of the major models for which Dura has 
orders to supply products on current or new model vehicles:

<TABLE>
<CAPTION>

        CUSTOMER                                 CAR MODELS*                                        TRUCK MODELS*
--------------------------    ------------------------------------------------------     ------------------------------------
<S>                           <C>                                                        <C>
Ford                          Continental/Town Car, Contour/Mystique/                    AUTOEUROPA MPV, Econoline,
                              MONDEO, Cougar, Thunderbird, Crown                         ESCORT VAN, Villager, Windstar,
                              Victoria/Grand Marquis, Escort/Tracer,                     Expedition/Navigator, F-Series,
                              FIESTA, Mazda 626, Mustang, Ka, Taurus/                    Navajo/Explorer/Mountaineer,
                              Sable                                                      Excursion, Mazda pick-up,
                                                                                         PAMPA, Ranger, TRANSIT,
GM                            Malibu/Grand Am, ASTRA, Aurora/Park                        Blazer/Jimmy/Bravada, C/K
                              Avenue/Bonneville/LeSabre, Century, CORSA,                 Pickup/Tahoe/Sierra/Yukon/
                              Corvette, Deville/Seville/Eldorado, Firebird/              Escalade/Denali, GMT 800,
                              Camaro, KADETT, Lumina/Monte Carlo/                        Silhouette/TransSport/Venture,
                              Regal/Intrigue/Grand Prix, Omega, Saturn,                  CORSA PICKUP, D-20, D-40, D-60,
                              Innovate, Sunfire/Cavalier, VECTRA                         Express, P-Truck Chassis, Postal,
                                                                                         S-10 Pickup/Sonoma, Safari/Astro
                                                                                         Savana, Silverado, Suburban, UPS
DaimlerChrysler               Breeze, Cirrus, Interpid/Concorde/300M,                    Caravan/Voyager/Town & Country,
                              Neon, Prowler, Sebring, Viper, Stratus                     Cherokee/Grand Cherokee,
                              A, C, E, M AND S CLASS, CABRIO                             Dakota/Durango, EUROSTAR,
                                                                                         RamVan & Pickup, Wrangler
                                                                                          L-608 D, L709E, LS 1935, SKN,
                                                                                          SPRINTER
Toyota                        Avalon, Camry, Carina, COROLLA, LEXUS,                     Sienna, Toyota Pickup
                              PRIZM, SOLARA
Volkswagen                    A4, A8, GOL, GOLF, LUPO, PARATI, PASSAT, POLO,             BUS, KOMBI, SAVEIRO, TRANSPORTER
                              QUANTUM, SANTANA, SUB-POLO
BMW                           3, 5, 7 AND 8 SERIES                                       -
Citroen                       EVASION, SAXO, XSARA, XANTIA, XM, ZX                       BERLINGO, JUMPER
Fiat S.P.A.                   ULYSSE                                                     -
Honda                         Accord, Acura, Civic                                       -
Nissan                        MICRA, PRIMERA                                             -
Peugeot                       106, 306, 406, 605, 806                                    EXPERT, PARTNER
Porsche AG                    968, 986, 996                                              -
Renault                       CLIO, ESPACE, LAGUNA, MEGANE, SAFRANE,                     KANGOO, MASTER
                              TWINGO
Rover Group Limited           METRO, ROVER 800                                           -
SEAT, S.A.                    AROSA, CORDOBA, IBIZA, TOLEDO                              -
</TABLE>
------------------------
* Models manufactured outside of North America are italicized.

                                   - 12 -

<PAGE>

     Most of the parts Dura produces have a lead time of two to five years from
product development to production.  Although not comprehensive, the following
table presents an overview of the major models for which Dura has been awarded
new business (i.e., parts not currently supplied by Dura):

<TABLE>
<CAPTION>

         MODEL YEAR                                              MODEL*
         ----------                                              ------
         <S>                            <C>
            1999                        GM Innovate shifter system
                                        GM Lumina/Monte Carlo/Regal/Intrigue jack
                                        GM C/K pickup hood latch
                                        DaimlerChrysler Grand Cherokee parking brake system and shifter
                                          and hood release cables
                                        PEUGEOT T1 parking brake
                                        Cami Sidekick shifter
                                        BMW E53 hood and door cables
            2000                        GM Impala/Monte Carlo shifter
                                        GM Deville hood latch
                                        GM Bonneville/LeSabre/Antares hood latch
                                        FORD TRANSIT parking brake system and cable
                                        Ford T-Bird hood and deck hinges
                                        Ford Equator hood hinge
                                        Ford Explorer hood hinge and shifter
                                        Ford SUV hood hinge
                                        Ford P-207 park brake
                                        DaimlerChrysler Mid Size hood hinge, shifter and brake
                                        DaimlerChrysler Ram Van G/S lvr
                                        Daimler Chrysler Dakota G/S lvr
                                        PEUGEOT Z8 parking brake
                                        Toyota Avalon 900T accelerator pedal
                                        MERCEDES SPRINTER shifter cables
                                        VOLKSWAGEN POLO shifter cables
            2001                        Ford Explorer shifter
                                        Ford Lincoln LS seat release cable, parking brake and hood
                                          latch systems
                                        Ford Mustang hood hinge
                                        Ford T-Bird park brake
                                        Ford Navigator shifter
                                        Ford U204 SUV window latch and hood release cable
                                        GM GMX-320 park brake
                                        GM GMX-240 jack and tire carrier
                                        GM GMT-560 clutch
                                        GM GMT-360 ATX and park brake
                                        DaimlerChrysler Ram Truck hood hinge
                                        Toyota 887T SUV accelerator pedal
                                        Honda SUV tire carrier
                                        Nissan Altima jack
</TABLE>
--------------------------
* Models manufactured outside of North America are italicized.

     DESIGN AND ENGINEERING SUPPORT

     Dura believes that engineering service and support are key factors in
successfully obtaining new business.  Dura utilizes program management with
customer-dedicated program teams, which have full design, development, test and
commercial issues under the operational control of a single manager.  In
addition, cross-functional teams are established for each new program to ensure
efficient product development from program conception through product

                                   - 13 -

<PAGE>

launch. The advanced technology development group focuses on enhancing 
product and process technology.

     Dura has six technical centers, two in Michigan, one in Germany, one in 
the United Kingdom, one in France and one in Australia.  A separate Advanced 
Technology Group has been established to maintain Dura's position as a 
technology leader.  The Advanced Technology Group has developed many 
innovative features in Dura's products, including many features which were 
developed in conjunction with Dura's customers.  Dura utilizes Computer Aided 
Designs ("CAD") in the design process, which enables Dura to share data files 
with its customers via compatible systems during the design stage, thereby 
improving function, fit and performance within the total vehicle.  Dura also 
utilizes CAD links with its manufacturing engineers to enhance 
manufacturability and quality of the designs early in the development process.

     Dura has more than 360 patents granted or in the application process.  
The patents granted expire over several years beginning in 1999.  Although 
Dura believes that, taken together, the patents are significant, the loss or 
expiration of any particular patent would not be material to Dura.

     MANUFACTURING

     Dura uses a number of different manufacturing processes.  Dura utilizes 
flexible manufacturing cells in both the mechanism and cable assembly 
processes. Manufacturing cells are clusters of individual manufacturing 
operations and work stations grouped in a cylindrical configuration, with the 
operators placed centrally within the configuration.  This provides 
flexibility by allowing efficient changes to the number of operations each 
operator performs.  When compared to the more traditional, less flexible 
assembly line process, cell manufacturing allows Dura to maintain its 
production output consistent with its customers' requirements and reduce the 
level of inventory.  In addition, Dura utilizes high volume production lines 
for final assembly of its lighting products.

     Mechanical assemblies consist of between five and 50 individual 
components, which are attached to form an integrated mechanism.  Dura's 
assembly operations are performed on either dedicated, high-volume, automated 
assembly machines or on low capital-intensive, flexible, cell-oriented 
assembly units capable of low or high volume production runs.  The assembly 
operations construct the final product through hot or cold forging machines, 
plastic injection molding, welding, staking and riveting the component parts. 
A large portion of the component parts are purchased from outside suppliers 
to Dura.  However, Dura manufactures its own stampings, a process which 
consists of passing sheet metal through dies in a stamping press to form the 
metal into three-dimensional parts. Dura produces stamped parts using 
single-stage and progressive dies in presses, which range in size from 150 to 
600 tons.  Through cell teams, which stress employee involvement, Dura's 
processes are continuously upgraded to increase flexibility, improve 
operating safety and minimize changeover times of the dies.

     Cables are manufactured using a variety of processes, including plastic 
injection molding, extrusion, wire flattening, spring making and zinc 
diecasting.  Wire is purchased from outside suppliers and then formed into 
contra-twisted layers on tubular stranders and bunching machines to produce 
up to 19-wire stranded cable.  Corrosion resistance is provided by a 
proprietary, ceramic coating applied during the stranding process.  The cable 
then is plastic-coated by an extrusion process to provide a smooth, low 
coefficient surface that results in high efficiency and durability.  Conduit 
is then produced by flattening and coiling wire, which is then extruded with 
a protective coating.  Proprietary strand and conduit cutting machines enable 
efficient processing.  Assembly operations are arranged in cells to minimize 
inventory, improve

                                   - 14 -

<PAGE>

quality, reduce scrap, improve productivity and enhance employee involvement. 
The cables are assembled with various attachments and end fittings that allow 
the customer to install the cables to the appropriate mating mechanisms.

     Headlamps and tail lamp housings are manufactured through injection 
molding of a variety of resins on molding machines of various sizes and 
types.  The interior of the housings are then coated and at times vacuum 
metalized to obtain the proper reflective qualities.  Lenses are added to the 
housings on a semi-automated production line.

     Dura utilizes frequent communication meetings at all levels of 
manufacturing to provide training and instruction as well as to assure a 
cohesive, focused effort toward common goals.  Dura encourages employee 
involvement in all production activity and views such involvement as a key 
element in the success of Dura.  Dura also aggressively pursues involvement 
from its suppliers, which is necessary to assure a consistent flow of raw 
materials and components on a timely basis with consistently high quality.  
Dura utilizes the component suppliers where practical in the design and 
prototype stages of the new product development to facilitate the most 
comprehensive, state-of-the-art designs available.  Dura has made substantial 
investments in manufacturing technology and product design capability to 
support its products, including modern manufacturing equipment, fineblanking, 
sophisticated CAD systems and highly-trained engineering 
personnel.  These advanced capabilities have helped to further reduce scrap 
rates, ensure superior product quality and increase efficiency.

     The automotive industry has adopted a quality rating system known as 
QS-9000, a rigorous inspection of a suppliers' facilities and operating 
systems performed by independent certified auditors.  Certification and 
on-going maintenance of certification is mandatory for future supply 
consideration.  Dura has received QS-9000 certification at all of its 
facilities except the French operation which is scheduled for certification 
in 1999.

     Dura's plants have been recognized by its customers with various awards, 
such as the DaimlerChrysler Gold Pentastar Award, GM Target for Excellence, 
Nummi Delivery Performance Award, Isuzu Quality Achievement Award and 
Calsonic Supplier of the Year Award.  Dura has also received an "A" rating at 
Peugeot and Renault.  Dura has received Ford Q-1 certification at all 
facilities shipping current model Ford product.

     COMPETITION

     Dura principally competes for new business at the beginning of the 
development of new models and upon the redesign of existing models.  New 
model development generally begins two to five years before marketing of such 
models to the public.  Once a producer has been designated to supply parts 
for a new program, an OEM usually will continue to purchase those parts from 
the designated producer for the life of the program, although not necessarily 
for a redesign.  Competitive factors in the market for Dura's products 
include product quality and reliability, cost, timely delivery, technical 
expertise and development capability, new product innovation and customer 
service.  Dura operates in a highly competitive environment.  The number of 
Dura's competitors has decreased due to the supplier consolidation resulting 
from changing OEM policies.  Dura's primary competitors in mechanisms are 
Adwest Incorporated, Scharwaechter GmbH & Co., Teleflex Incorporated, Ficosa 
International, S.A., Ventra Group, Inc. and Aries Industries.  Dura's primary 
competitors in cables are Teleflex Incorporated, Ficosa International, S.A. 
and Nippon Cable Systems Inc.

                                   - 15 -

<PAGE>

     SUPPLIERS AND RAW MATERIALS

     The principal raw materials used by Dura include (i) coil steel and 
resin in mechanism production, (ii) metal wire and resin in cable production, 
and (iii) resins and lighting components in automotive lighting production.  
The types of steel Dura purchases include hot and cold rolled, galvanized, 
organically coated and aluminized steel.  In general, the wire used by Dura 
is produced from steel with many of the same characteristics with the 
exception that it has a higher carbon content.  Dura utilizes plastic resin 
to produce the protective coating for its cables and production of shifter 
components, as well as its automotive lighting products.  Dura employs 
just-in-time manufacturing and sourcing systems enabling it to meet customer 
requirements for faster deliveries while minimizing its need to carry 
significant inventory levels. Dura has not experienced any significant 
shortages of raw materials and normally does not carry inventories of raw 
materials or finished products in excess of those reasonably required to meet 
production and shipping schedules.

     Dura typically negotiates blanket purchase orders or 12-month supply 
agreements with integrated steel suppliers, mini-mills and service centers 
that have demonstrated timely delivery, quality steel and competitive prices. 
These relationships allow Dura to order precise quantities and types of 
steel for delivery on short notice, thereby permitting Dura to maintain low 
inventories. In addition, Dura occasionally may "spot buy" steel from service 
centers to meet customer demand, engineering changes or new part tool trials.

     Other raw materials purchased by Dura include dies, fasteners, springs, 
rivets and rubber products, all of which are available from numerous sources.

     EMPLOYEES

     As of December 31, 1998, Dura had approximately 8,300 employees, 
approximately 1,500 of whom are salaried and the balance of whom are paid on 
an hourly basis.  Approximately 3,400 employees located at Dura's facilities 
are currently covered by collective bargaining agreements as follows:

<TABLE>
<CAPTION>

                                     Collective Bargaining
      Location                             Agreement                           Expiration
---------------------     ---------------------------------------------    --------------------
<S>                       <C>                                              <C>
Australia                 Australian Metals Workers                        No term
Brazil                    Sindicato dos Metalungicos do ABC                No term
Canada                    CAW                                              June 1999
                                                                           September 1999
                                                                           June 2000
Germany                   IG-Metall                                        Under negotiation
Mexico                    Confederacion de Trabajodores de Mexico          Annually
Spain                     Comisiones Oberera                               December 1999
United Kingdom            Managerial Scientific & Financial                March 2000
                          AEEU                                             March 2000
United States             UAW                                              December 2000
                                                                           June 2000
                          Universal Employees                              December 2000
                          United Paper Workers                             June 1999
</TABLE>

     Although management believes that Dura's relationship with its union 
employees at these facilities is good, there can be no assurance that Dura 
will be able to negotiate new agreements on favorable terms.  In the event 
Dura is unsuccessful in negotiating new agreements, these facilities could be 
subject to work stoppages, which could have a material adverse effect on the 
operations of Dura.

                                   - 16 -

<PAGE>

     (b)  SAFE HARBOR PROVISIONS

     Forward-looking statements included in this Form 10-K are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.  There are certain important factors that could cause future results to
differ materially from those that might be anticipated based on some of the
statements made in this report.  Investors are cautioned that all
forward-looking statements involve risks and uncertainty.  Among the factors
that could cause actual results to differ materially are the following:

     -   RELIANCE ON MAJOR CUSTOMERS.  Dura's two largest customers, Ford and 
GM, represented approximately 36% and 23%, respectively, of Dura's 1998 
revenues. The loss of Ford, GM or any of Dura's other significant customers 
could have a material adverse effect on Dura.

     -   INDUSTRY CYCLICALITY AND SEASONALITY.  The automotive market is 
highly cyclical and is dependent on consumer spending.  Economic factors 
adversely affecting automotive production and consumer spending could 
adversely impact Dura.

     -   FAILURE TO OBTAIN BUSINESS RELATED TO NEW AND REDESIGNED MODEL 
INTRODUCTIONS.  The failure of Dura to obtain new business on new models or 
to retain or increase business on redesigned existing models could adversely 
affect Dura.

     -   PRODUCT LIABILITY EXPOSURE.  Dura faces an inherent business risk of 
exposure to product liability claims in the event that the failure of its 
products result in personal injury or death, and there can be no assurance 
that Dura will not experience material product liability losses in the future.

                                  - 17 -

<PAGE>

ITEM 2.   PROPERTIES


     FACILITIES

     The following table provides information regarding Dura's principal 
facilities.  Dura believes that the productive capacity and utilization of 
its facilities are sufficient to allow Dura to conduct its operations in 
accordance with its business strategy.  All of the owned facilities are 
subject to liens under Dura's credit agreement.

<TABLE>
<CAPTION>
                                                         Square         Type of
                Location                                 Footage        Interest         Description of Use
---------------------------------------------       ---------------  --------------   -----------------------
<S>                                                 <C>              <C>              <C>
Kentwood, Michigan                                       870,000         Leased          Manufacturing
Stratford, Ontario, Canada (1)                           250,000          Owned          Manufacturing
Barcelona, Spain                                         179,000          Owned          Manufacturing
Mancelona, Michigan                                      167,000          Owned          Manufacturing
Moberly, Missouri                                        165,000          Owned          Manufacturing
Butler, Indiana                                          162,000          Owned          Manufacturing
Fremont, Michigan                                        160,000          Owned          Manufacturing
Milan, Tennessee                                         152,000          Owned          Manufacturing
Daun, Germany                                            140,000          Owned          Manufacturing
East Jordan, Michigan                                    135,000          Owned          Manufacturing
Gehren, Germany                                          129,000          Owned          Manufacturing
LeMans, France                                           120,000          Owned          Manufacturing
Dusseldorf, Germany                                      113,000         Leased          European Headquarters/
                                                                                         Product Development
Romulus, Michigan                                        108,000         Leased          Manufacturing
Sao Paulo, Brazil                                        108,000        75% Owned        Manufacturing
Stourport-on-Severn, U.K.                                100,000          Owned          Manufacturing
Spring Lake, Michigan                                     95,000          Owned          Manufacturing
Hannibal, Missouri (South)                                90,000          Owned          Manufacturing
Stourport-on-Severn, U.K.                                 85,000          Owned          Manufacturing
Windsor, Ontario, Canada
  (2 locations)                                           84,000          Owned          Manufacturing
Livonia, Michigan                                         84,000          Owned          Manufacturing
Melbourne, Australia                                      77,500         Leased          Manufacturing
Brownstown, Indiana                                       68,000          Owned          Manufacturing
Brantford, Ontario, Canada                                66,000          Owned          Manufacturing
Rochester Hills, Michigan                                 65,000         Leased          Product Development/
                                                                                         Operating Headquarters
Hannibal, Missouri (North)                                64,000          Owned          Manufacturing
Gladwin, Michigan                                         60,000          Owned          Manufacturing
Manchester, Michigan                                      57,600          Owned          Manufacturing
Brookfield, Missouri                                      51,000          Owned          Manufacturing
Aumenau, Germany                                          49,000          Owned          Manufacturing
Matamoros, Mexico                                         42,000          Owned          Manufacturing
Evry, France                                              12,000         Leased          Manufacturing
Cluses, France                                            10,000         Leased          Manufacturing
Melun, France                                              9,000         Leased          Manufacturing
Lechlade, United Kingdom                                   7,700          Owned          Manufacturing
Minneapolis, Minnesota                                     5,700         Leased          Corporate Headquarters
</TABLE>
--------------------------------------------
(1) The facility consists of approximately 100,000 sq. ft. occupied by Dura 
     for its production facilities, approximately 65,400 sq. ft. leased 
     to unaffiliated third parties and approximately 84,600 sq. ft. of 
     warehouse space.


     Management believes that substantially all of its property and equipment is
in good condition and that it has sufficient capacity to meet its current
manufacturing needs.

                                    - 18 -

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

     Dura faces an inherent business risk of exposure to product liability 
claims in the event that the failure of its products results in personal 
injury or death, and there can be no assurance that Dura will not experience 
any material product liability losses in the future.  In addition, if any of 
Dura-designed products prove to be defective, Dura may be required to 
participate in a recall involving such products.  In late 1994, Ford issued a 
recall of a series of manual-transmission Ford F-Series pick-ups to repair 
the self-adjust parking brakes originally manufactured by the Brake and Cable 
Business.  Dura's share of such costs, which was fully reserved at the time 
of the acquisition of the Brake and Cable Business, has reached the full  
$6.0 million limit agreed to by Dura and Ford.  Dura is also involved in a 
product recall relating to the same issue with respect to the Mondeo in 
Europe.  Dura has agreed to pay 50% of the update costs of that recall not to 
exceed $1.0 million, which payments totaled $0.4 million as of December 31, 
1998.  The types of alleged failures that prompted the F-Series recall have 
also led to a number of claims and lawsuits filed against Ford, one of which 
culminated in a July 1998 award of punitive damages against Ford of more than 
$155 million (which has subsequently been reduced to $69 million and, to 
Dura's knowledge, will continue to be contested by Ford on appeal).  To date, 
two cases have been instituted directly against Dura or Alkin Co. relating to 
personal injury claims, and, at last report, Ford has indicated that it has 
received over 400 claims (generally for property damage) relating to alleged 
defects in the self-adjust parking brakes.  Ford has maintained that Dura or 
Alkin Co. is responsible for all damages or liabilities incurred by Ford as a 
result of these claims, and as of December 31, 1998, Ford had tendered its 
defense of approximately 30 such claims to Dura and Alkin Co.  Dura and Alkin 
Co. have submitted these claims to their insurance carriers.  Dura maintains 
insurance against product liability claims, but there can be no assurance 
that such coverage will be adequate for liabilities ultimately incurred or 
that it will continue to be available on terms acceptable to Dura.  In 
November 1996, an insurance carrier of Dura brought a declaratory judgment 
that its policy did not provide coverage for an allegedly defective parking 
brake manufactured prior to August 31, 1994.

     From time to time, in the ordinary course of its business, Dura receives 
notice from a customer that a product may not be properly functioning.  For 
example, in November 1995, Dura was notified by DaimlerChrysler that it had 
received reports of a number of parking brake failures in manual transmission 
vehicles, particularly in Europe.  DaimlerChrysler has notified Dura that as 
many as 60,000 vehicles may be affected.  Dura is working with 
DaimlerChrysler to resolve this matter and does not believe the ultimate cost 
of resolution will have a material effect on Dura's results of operations and 
financial position. In addition, DaimlerChrysler has alleged that KPI 
produced minivan brake pedals with improper pedal pad reinforcements, 
resulting in some failures as a consequence of pedal pads bending.  It is 
possible that DaimlerChrysler could seek contribution from Dura for costs it 
incurs if recalls were undertaken for these or similar matters or for costs 
associated with possible repairs.

     In June 1996, Dura was served with a complaint alleging a wrongful death 
as the result of injuries purportedly caused by a defectively designed rear 
latch on a DaimlerChrysler mini-van.  DaimlerChrysler and two other suppliers 
to DaimlerChrysler were also named as defendants in the complaint.  The 
lawsuit was referred to Dura's insurance carrier.  DaimlerChrysler agreed to 
assume the defense of, and to indemnify Dura with respect to, this claim as 
long as the plaintiffs do not make any claim alleging a manufacturing defect 
as it relates to Dura.  The plaintiffs have not made such an allegation and 
Dura was dismissed from the claim.

     In early November 1996, Dura was served with a lawsuit brought by 
affiliates of AIG, Dura's excess insurance carrier, in Toronto, Canada 
seeking a declaratory judgment that the umbrella and excess liability 
policies that it had issued to Onex do not provide coverage in

                                   - 19 -

<PAGE>

connection with allegedly defective self-adjust parking brakes manufactured 
by Alkin prior to August 31, 1994.  The AIG policies at issue provided (a) 
the first layer of excess coverage (beyond Dura's $3 million primary policy 
per year) for claims arising from August 31, 1994 to April 1, 1996 in the 
amount of $20 million per year, and (b) an additional layer of excess 
coverage at $33 to $53 million per year.  In principal part, the AIG 
affiliates claim that the policies do not provide coverage with respect to 
products manufactured prior to August 31, 1994 or liabilities assumed by Dura 
pursuant to purchase agreements.  The AIG affiliates also claim that the 
policies should be voided with respect to self-adjust parking brake claims 
for inadequate disclosure at the time the policies were applied for.  Dura 
and Onex dispute the allegations of the Ontario lawsuit and have filed a 
counterclaim against the AIG affiliates for breach of contract.

     Dura believes it maintains adequate insurance, including product 
liability coverage, to cover the claims described above.  Dura has also 
established reserves in amounts it believes adequate to cover any adverse 
judgments. However, any adverse judgment in excess of its insurance coverage 
and such reserves could result in a material adverse effect on Dura.

     In February 1998, Dura was contacted by an attorney for the Lemelson 
Medical, Education & Research Foundation Limited Partnership (the 
"Foundation"), alleging that Dura's operations implicate the fields of 
machine vision, gauging, location analysis, flaw detection, verification and 
recognition in a manner that allegedly infringes the Foundation's patents.  
Attorneys for the Foundation have threatened to initiate litigation against 
Dura unless Dura agrees to pay royalty fees pursuant to a negotiated license 
agreement.  Dura's investigation of this matter is still in its preliminary 
stages.

     Dura has received notice from an attorney representing Teleflex alleging 
that a shifter cable manufactured by VOFA infringes a U.S. patent held by 
Teleflex.  Dura is currently in the process of investigating this matter and 
believes, based on the information available at this time, that this matter 
will not have a material adverse effect on Dura.

     ENVIRONMENTAL MATTERS

     Dura is subject to the requirements of Federal, state, and local 
environmental and occupational health and safety laws and regulations.  There 
can be no assurance that Dura is at all times in complete compliance with all 
such requirements.  Although Dura has made and will continue to make capital 
and other expenditures to comply with environmental requirements, Dura does 
not expect to incur material capital expenditures for environmental controls 
in 1998.  If a release of hazardous substances occurs on or from Dura's 
properties or any associated offsite disposal location, or if contamination 
is discovered at any of Dura's current or former properties, Dura may be held 
liable for remediation costs and expenses, and the amount of such liability 
could be material.

     In 1995, the Michigan Department of Environmental Quality ("MDEQ") 
requested that Wickes and Dura investigate environmental conditions at Dura's 
Mancelona facility and at an adjacent property retained by Wickes.  The 
investigations have detected trichloroethylene ("TCE") in groundwater at the 
Mancelona facility and offsite locations.  Dura does not believe it used TCE 
since it acquired the Mancelona facility, although TCE may have been used by 
prior operators.  Dura has arranged and paid for the sampling of a number of 
offsite residential drinking water wells and for the replacement of wells 
found to contain TCE above drinking water standards.  In March 1998, a ski 
resort in the vicinity wrote to Dura asserting that Dura is liable for the 
cost of installing a water supply system allegedly necessary because of 
possible TCE contamination in the groundwater.  Dura is seeking a negotiated 
resolution of the ski resort's

                                   - 20 -

<PAGE>

potential claims.  Dura may incur additional costs to further investigate, 
monitor or remediate the contamination, or to provide additional alternative 
drinking water supplies.

     In 1993, Dura received requests for information pursuant to CERCLA from 
the U.S. Environmental Protection Agency ("EPA") with respect to two landfill 
sites located in Toledo, Ohio.  In 1994, Dura received a notice of potential 
liability under CERCLA from the EPA with respect to one of the sites.  Dura 
responded to the requests and notice by explaining to the EPA that it had no 
involvement with these sites, which ceased operations prior to the formation 
of Dura in 1990.  In October 1996, Dura received notice that a motion had 
been filed to add Dura as a defendant in a suit by the City of Toledo 
involving one of the sites.  The complaint was never served on Dura.  In 
January 1998, the City of Toledo moved to file an amended complaint which no 
longer named Dura as a defendant.  Dura expects no further involvement in the 
litigation.  In April 1998, Dura received correspondence from Lucas County, 
Ohio alleging that Dura is one of more than 60 entities with potential 
liability under CERCLA with respect to the King Road Landfill in Lucas 
County.  Dura believes that the King Road Landfill ceased operations prior to 
the formation of Dura in 1990.  Accordingly, Dura intends to deny all 
liability with respect to this matter.

     In connection with Dura's acquisition of certain assets from Wickes in 
1990, and subject to a $750,000 threshold (which has been reached) up to a 
$2.5 million cap, Wickes agreed to indemnify Dura for environmental 
liabilities arising from the operation of the acquired facilities prior to 
the acquisition. Dura and Wickes subsequently agreed that Dura had provided 
Wickes with timely and adequate notice with respect to certain matters 
(including the matters described in the immediately preceding paragraphs) and 
that, subject to the limitations set forth in the agreement, those matters 
are covered by the Wickes indemnification.  There can be no assurance, 
however, that all costs associated with such matters will ultimately be 
reimbursed by Wickes or that such costs will not exceed the indemnification 
cap.  Dura does not currently believe that any liability associated with the 
foregoing matters will have a material adverse effect on Dura.

     In December 1996, Dura acquired the stock of KPI from Sparton 
Corporation ("Sparton").  In connection with the acquisition, the 
subsidiaries of Sparton retained their liability under CERCLA with respect to 
certain waste disposal sites, subject to indemnification by Sparton for 
liability in excess of a $1 million aggregate threshold amount, up to a $15 
million aggregate cap.  Of these sites, the sites as to which the 
subsidiaries' liability has not yet been resolved through a settlement are 
the Third Site in Zionsville, Indiana and the Northeast Gravel Site in Grand 
Rapids, Michigan.  Based upon estimates provided by Sparton, the cost to 
resolve the liability of the acquired subsidiaries at the Sparton-related 
sites is not currently expected to be material to Dura.

     In January 1997, Dura acquired the stock of VOFA.  The sellers agreed to 
indemnify Dura for environmental liabilities arising from the operation of 
the acquired facilities prior to the acquisition up to a $10 million 
aggregate cap. The sellers gave notice to Dura of potential environmental 
liabilities at the Dusseldorf facility that, subject to the limitations set 
forth in the agreement, should be covered by the indemnification.  There can 
be no assurance, however, that all costs associated with such matters will 
ultimately be reimbursed by the sellers.  Dura does not currently believe 
that any liability associated with the foregoing matters will be material to 
Dura.

     In August 1997, Dura acquired GT Automotive.  In connection with the 
acquisition, a clean up report was commissioned to determine whether 
hazardous materials or hazardous substances were present in the soil, surface 
water or ground water at the Brantford and Windsor, Ontario facilities.  Dura 
believes that the cost of any environmental remediation with respect to this 
matter will not be material to Dura.

                                    - 21 -

<PAGE>

     In March 1998, Dura acquired Universal.  Universal is in the process of 
addressing certain environmental concerns, including the remediation of 
trichlorethylene contamination at or near its Butler, Indiana facility.  The 
sellers in the Universal acquisition have agreed to indemnify Dura for 
environmental liabilities arising from the operation of the acquired 
facilities prior to the acquisition of Universal, including the present 
remediation efforts.  There can be no assurance, however, that all costs 
associated with such matters will ultimately be reimbursed by the sellers in 
the Universal acquisition.  Dura does not currently believe that any 
liability associated with such matters will be material to Dura.

     In connection with the acquisition of Trident from FKI (the "FKI 
Acquisition"), Phase I environmental assessments were performed at Trident's 
major facilities.  The Phase I environmental assessments performed at the 
Kentwood, Michigan facility leased by Trident from FKI, indicated that this 
facility has chromium contamination of soil and groundwater, that is believed 
to have resulted from leakage from plastic plating operations in the 1970s.  
FKI has been performing remediation of chromium contamination in site 
groundwater under the supervision of the MDEQ and is proposing to install an 
expanded and upgraded groundwater containment system at the Kentwood 
facility.  Remedial activities associated with the chromium contamination 
have been ongoing for approximately 15 years, and it is anticipated that such 
activities will continue in the near future.

     Under the terms of the Kentwood lease, FKI will be responsible for 
capital expenditures for certain agreed improvements to the groundwater 
containment system and Trident will pay the annual costs of operating and 
monitoring that system.  In addition, the Kentwood lease provides that FKI 
will be solely responsible for the costs of remediation for any contamination 
by all hazardous substances that FKI caused.  Trident, in turn, will be 
solely responsible for the costs of remediation for any contamination by all 
hazardous substances that it causes subsequent to the FKI Acquisition.  
However, if it cannot be determined whether FKI or Trident caused such 
contamination, Trident and FKI will jointly share such remediation costs as 
follows:  (i) during the first five years of the Kentwood lease, Trident will 
pay 20% of such costs and (ii) such percentage will increase to 30% in the 
sixth year, 41% in the seventh year, 44% in the eighth year, 47% in the ninth 
year and 50% in the tenth and any subsequent year in the Kentwood lease.  The 
Kentwood lease provides that Trident's remediation responsibility for such 
joint remedial efforts will be capped at $3.0 million for the first seven and 
one-half years and $5.0 million for the balance of the lease term.  Under the 
lease, FKI is responsible for such joint remediation costs in excess of these 
caps.

     With the exception of the Kentwood facility, the Phase I environmental 
assessments conducted in connection with the FKI Acquisition did not reveal 
environmental matters involving actual liabilities that Trident believes are 
reasonably likely to be material to Dura.  Under the terms of the FKI 
Acquisition agreement, in addition to the indemnification and other 
provisions contained in the Kentwood lease, FKI has agreed to indemnify 
Trident for any liabilities related to pre-closing disposal of hazardous 
materials at certain identified off-site locations by the Kentwood facility 
and for certain potential environmental liabilities at the Stratford, 
Ontario, Canada facility.

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

     There were no matters submitted to a vote of Stockholders during the 
fourth quarter of 1998.


                                   PART II

                                    - 22 -

<PAGE>

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

     The Class A Common Stock has traded on the Nasdaq National Market under 
the symbol DRRA since August 14, 1996.  The following table sets forth, for 
the periods indicated, the low and high closing sale prices for the Class A 
Common Stock as reported on the Nasdaq National Market:

<TABLE>
<CAPTION>

                                                   Low                     High
        1997                                       ---                     ----
        ----
        <S>                                       <C>                      <C>
        First Quarter                             23 1/8                        27
        Second Quarter                            22 1/2                    28 3/4
        Third Quarter                                 27                    33 3/8
        Fourth Quarter                            23 7/8                    35 3/8

        1998
        -----
        First Quarter                             24 3/8                    32 1/2
        Second Quarter                            30 3/8                    40 1/4
        Third Quarter                                 20                    34 5/16
        Fourth Quarter                            20 5/8                    34 1/8
</TABLE>

ITEM 6.   SELECTED FINANCIAL DATA

     The selected consolidated financial data for Dura presented below for, 
and as of the end of each of the years in the five-year period ended December 
31, 1998, is derived from Dura Automotive Systems, Inc.'s Consolidated 
Financial Statements which have been audited by Arthur Andersen LLP, 
independent accountants.  The consolidated financial statements at December 
31, 1997 and 1998 and for each of the three years in the period ended 
December 31, 1998 and the auditor's report thereon are included elsewhere in 
this report.  The consolidated financial statements at and for the years 
ended December 31, 1994, 1995 and 1996 are not included herein.  This 
selected consolidated financial data should be read in conjunction with 
"Management's Discussion and Analysis of Results of Operations and Financial 
Condition" and 

                                   - 23 -

<PAGE>

Dura's Consolidated Financial Statements and Notes to Consolidated Financial
Statements, included elsewhere in this report.

<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------
                                     1994           1995           1996           1997           1998
                                     ----           ----           ----           ----           ----
<S>                             <C>             <C>            <C>            <C>              <C>
INCOME STATEMENT DATA:
Revenues                        $   189,675     $   253,726    $   245,329    $  449,111       $739,467
Cost of sales                       170,625         219,559        207,810       375,086        608,518
S, G & A expense                     10,485          15,513         17,157        32,815         49,825
Amortization expense                    690           1,094          1,036         3,600          9,868
Operating income                      7,875          17,560         19,326        37,610         71,256
Interest expense, net                 3,473           4,822          2,589         9,298         20,267
Gain on sale of window
  regulator business                     --          (4,240)            --            --            --
Provision for income taxes            1,822           6,852          6,609        11,670         20,933
Net income                            2,580          10,126         10,128        16,642         26,024
---------------------------------------------------------------------------------------------------------
Basic earnings per share        $      0.75     $      2.04    $      1.57    $      1.89      $   2.43
Diluted earnings per share      $      0.75     $      2.03    $      1.57    $      1.88      $   2.37

<CAPTION>
                                     Dec. 31,         Dec. 31,
                                       1997             1998
                                   ----------        -----------
<S>                                <C>               <C>
BALANCE SHEET DATA:
Working capital                    $   50,304        $  63,766
Total assets                          419,264          929,383
Long-term debt                        178,081          316,417
Stockholders' investment              101,708          238,037
</TABLE>


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

     This discussion should be read in conjunction with Dura's Consolidated 
Financial Statements and the Notes to Consolidated Financial Statements 
included elsewhere in this report.

GENERAL

     Dura ordinarily begins working on products awarded for new or redesigned 
models two to five years prior to the marketing of such models to the public. 
During such period, Dura incurs (i) costs related to the design and 
engineering of such product, (ii) costs related to the production of the 
tools and dies used to manufacture the new product and (iii) start-up costs 
associated with the initial production of such product.  In general, design 
and engineering costs are expensed in the period incurred unless they are 
reimbursed by the customer. Costs incurred in the production of the tools and 
dies are generally capitalized and reimbursed by the customer prior to 
production.  Start-up costs, which are generally incurred 30 to 60 days 
immediately prior to and immediately after initial production, are expensed 
as incurred.

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997

REVENUES.  Revenues for the year ended December 31, 1998 increased by $290.4 
million, or 64.7%, to $739.5 million from $449.1 million for 1997.  The 
increase in revenues relates primarily to the acquisitions of GT Automotive 
in August 1997, REOM in December 1997, Universal in March 1998, Trident in 
April 1998 and the Hinge Business in September 1998.  These increases were 
partially offset by the effects of a strike at GM.  Dura estimates the strike 
at GM decreased revenues by approximately $16.7 million for the year ended 
December 31, 1998.

                                  - 24-

<PAGE>

COST OF SALES.  Cost of sales for the year ended December 31, 1998 increased 
by $233.4 million, or 62.2%, to $608.5 million from $375.1 million for 1997.  
Cost of sales as a percentage of revenues for the year ended December 31, 
1998 was 82.3% compared to 83.5% for 1997.  The improvement in gross margin
is primarily the result of lower costs of purchased materials and higher 
margins from efficiency improvements and plant rationalizations in acquired 
operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased by $17 million, or 51.8%, to $49.8 million 
for the year ended December 31, 1998 from $32.8 million for 1997.  The 
increase is due primarily to incremental costs from the acquisitions 
discussed above.  As a percentage of revenues, selling, general and 
administrative expenses were 6.7% for 1998 compared to 7.3% for 1997.

AMORTIZATION EXPENSE.  Amortization expense increased from $3.6 million for 
the year ended December 31, 1997 to $9.9 million for 1998.  The increase is 
the result of goodwill amortization arising from the acquisitions discussed 
above.

INTEREST EXPENSE.  Interest expense for the year ended December 31, 1998 was 
$20.3 million compared to $9.3 million for 1997.  The increase was due 
principally to borrowings incurred related to the acquisitions discussed 
above.

INCOME TAXES.  The effective income tax rate was 41.1% for 1998 compared to 
41.2% for 1997.  The effective rates differed from the statutory rates 
primarily as a result of higher foreign tax rates, state taxes and 
non-deductible goodwill amortization.

EQUITY IN LOSSES OF AFFILIATE.  In January 1998, Dura and its joint venture 
partner, Excel Industries, Inc., exercised an option to increase its joint 
venture ownership interest in Pollone to 51%, and as of such date, began 
consolidating the results of Pollone into the results of the joint venture. 
Equity in losses of affiliate for the year ended December 31, 1998 represents 
Dura's share of the loss of the joint venture's operations in 1998.

MINORITY INTEREST.  Minority interest for the year ended December 31, 1998 
represents dividends, net of income tax benefits, on the 7 1/2% Convertible 
Trust Preferred Securities ("Preferred Securities") which were issued on 
March 20, 1998.

EXTRAORDINARY ITEM.  The extraordinary loss for the year ended December 31, 
1998 represents the write-off, net of income taxes, of deferred financing 
costs related to Dura's former credit facility.

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996

REVENUES.  Revenues for 1997 increased by $203.8 million, or 83.1%, to $449.1 
million from $245.3 million for 1996.  Approximately $179.0 million of the 
increase relates to the acquisitions of KPI in December 1996, the VOFA in 
January 1997 and GT Automotive in August 1997.  The remaining increase is due 
to increased production on models served by Dura and new program awards.

COST OF SALES.  Cost of sales for 1997 increased by $167.3 million, or 80.5%, 
to $375.1 million from $207.8 million for 1996.  As a percentage of revenues, 
cost of sales decreased to 83.5% for 1997 from 84.7% for 1996, resulting in 
an improved gross margin of 16.5% from 15.3% in the preceding year.  The 
higher margins are a result of continued cost reduction efforts, including 
manufacturing process improvements such as cellular manufacturing, mistake 
proofing, improved capacity utilization through rationalization and 
consolidation of facilities and the

                                   - 25 -

<PAGE>

effects of material cost reductions achieved through the centralization of 
purchasing efforts and the resulting greater purchasing power.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased by $15.7 million, or 91.3%, to $32.8 
million for 1997 from $17.2 million for 1996.  This increase is due to 
incremental costs from the acquisitions of KPI, VOFA and GT Automotive, 
engineering costs related to new business and costs associated with the 
greater involvement in the design, engineering and prototyping of systems for 
customers.  As a percentage of revenues, selling, general and administrative 
expenses were 7.3% for 1997 compared to 7.0% for 1996.

INTEREST EXPENSE.  Interest expense for 1997 increased by $6.7 million to 
$9.3 million from $2.6 million for 1996.  The increase was due principally to 
borrowings incurred related to the acquisitions of KPI, VOFA and GT 
Automotive.

INCOME TAXES.  The effective income tax rate for 1997 was 41.2% compared to 
39.5% for 1996.  The effective rates differed from the statutory rates 
primarily as a result of an increased proportion of Dura's earnings being 
derived in higher tax rate jurisdictions, such as Germany and Canada, state 
taxes and an increase in non-deductible goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1998, Dura's bank credit agreement consisted of a 
$402.5 million secured credit facility.  The facility provides for revolving 
credit facilities of $225.0 million, term loans of $100.0 million, an 
acquisition facility of $30.0 million and a twelve month interim loan of 
$47.5 million.  The facilities have terms of five years and borrowings bear 
interest at the lender's reference rate or Eurocurrency rate.  The credit 
facilities contain various restrictive covenants which limit additional 
indebtedness, investments, rental obligations and cash dividends.  The credit 
facilities also require Dura to maintain certain financial ratios including 
minimum liquidity and interest coverage.  Borrowings are collateralized by 
the assets of Dura.

     In January 1997, Dura acquired all of the outstanding common stock of 
VOFA for approximately $38.0 million in cash and assumed indebtedness, plus 
contingent payments.  VOFA designs and manufactures shifter cables and other 
light duty cables for the European automotive and industrial markets from 
facilities in Dusseldorf, Gehren and Daun, Germany and Barcelona, Spain.

     In May 1997, Dura acquired the automotive parking brake business from 
Excel Industries, Inc. for approximately $2.9 million.  The acquisition 
increased Dura's penetration of the parking brake market and expanded Dura's 
relationship with DaimlerChrysler.  

     In August 1997, Dura acquired GT Automotive for approximately $45.0 
million in cash and assumed indebtedness, plus contingent payments.  GT 
Automotive designs and manufactures column-mounted shifter systems and turn 
signal and tilt lever assemblies for North American OEMs.  The acquisition of 
GT Automotive, combined with Dura's existing position in console-based 
shifter systems, increased Dura's share of the North American shifter market. 
In addition, the acquisition added Nissan as a customer.

     In December 1997, Dura purchased approximately 19% of the outstanding 
common stock of Thixotech for approximately $0.5 million.  Dura also loaned 
Thixotech an additional $2.8 million pursuant to notes which are convertible 
into additional common stock of Thixotech 

                                   - 26 -

<PAGE>

at Dura's option.  Thixotech is currently pursuing the development of an 
alternative manufacturing technology for component parts.

     In December 1997, Dura acquired REOM, an Australian designer and 
manufacturer of jacks and parking brakes, for approximately $3.7 million.  
The acquisition added market penetration in parking brakes, added a new 
product (jacks) and established a presence in the Pacific Rim.

     In March 1998, Dura acquired Universal, a manufacturer of jacks for the 
North American automotive industry, for approximately $19.5 million.  The 
acquisition provided Dura with a market presence for jacks in North America 
and added Honda as a significant new customer.

     In April 1998, Dura completed its acquisition of Trident.  Trident had 
revenues of approximately $300 million in 1997, of which 69 percent was 
derived from sales of cable assemblies, principally to the automotive OEM 
market, and the balance from door handle assemblies, lighting and other 
products. Approximately 68 percent of Trident's revenues were generated in 
North America, 27 percent in Europe and the remainder in Latin America.  
Trident has manufacturing and technical facilities in Michigan, Tennessee, 
Arkansas, Canada, the United Kingdom, Germany, France and Brazil.  Pursuant 
to the terms of the agreement, Dura acquired all of the outstanding equity 
interests of Trident for total consideration of $93.2 million in cash.  In 
addition, Dura assumed $75 million of Trident's outstanding 10% Senior 
Subordinated Notes due 2005.  Dura also repaid Trident's outstanding senior 
indebtedness of approximately $53 million.

     In August 1998, Dura acquired the Hinge Business for approximately $37.3 
million.  The Hinge Business has annual revenues of approximately $50.0 
million and manufactures automotive hood and deck lid hinges.

     On March 20, 1998, Dura Automotive Systems Capital Trust (the "Issuer"), 
a wholly owned statutory business trust of Dura, completed the offering of 
$55.3 million of its Preferred Securities, resulting in net proceeds of 
approximately $52.5 million.  The Preferred Securities are redeemable, in 
whole or part, on or after March 31, 2001 and all Preferred Securities must 
be redeemed no later than March 31, 2028.  The Preferred Securities are 
convertible, at the option of the holder, into Class A common stock of Dura 
at a rate of 0.5831 shares of Class A common stock for each Preferred 
Security, which is equivalent to a conversion price of $42 7/8 per share.  
The net proceeds of the offering were used to repay outstanding indebtedness. 
 Dividends on the Preferred Securities, net of the related income tax 
benefit, are reflected as minority interest in the consolidated statement of 
operations.

     On June 17, 1998, Dura completed a secondary offering of 3,100,000 
shares of its Class A common stock at an offering price of $32.75 per share 
("Offering").  Net proceeds to Dura, after underwriting discounts and 
offering expenses, were approximately $95 million and were used to retire 
outstanding indebtedness.  Certain stockholders of Dura converted 1,308,000 
shares of Class B common stock of Dura into Class A stock and sold such Class 
A stock concurrent with the Offering.  In addition, an employee of Dura 
exercised an option to acquire 5,000 shares of Class A common stock at an 
exercise price of $14.50 per share, and sold such Class A shares concurrent 
with the Offering.  On July 1, 1998 the underwriters, pursuant to their over 
allotment option, purchased an additional 400,000 Class A shares from Dura 
resulting in net proceeds of approximately $12.4 million to Dura.

                                   - 27 -

<PAGE>

     During 1998, Dura provided cash from operations of $7.7 million, 
compared to $8.5 million in 1997.  Cash generated from operations before 
changes in working capital items was $63.2 million for 1998 compared to $30.5 
million for 1997.  Increases in working capital used cash of $55.5 million in 
1998 compared to $22.0 million in 1997.  The increases in working capital is 
primarily the result of the timing of cash receipts and cash payments.

     Net cash used in investing activities was $167.5 million for 1998 as 
compared to $93.4 million in 1997.  Net capital expenditures totaled $31.8 
million for 1998 primarily for equipment and dedicated tooling purchases 
related to new or replacement programs with an additional $135.7 million used 
for the acquisitions of Universal, Trident and the Hinge Business.  This 
compares with net capital expenditures of $16.2 million in 1997 and $70.5 
million spent on the acquisitions of VOFA, GT Automotive and REOM.

     Net cash provided by financing activities totaled $176.6 million for 
1998 compared with $87.6 million in 1997.  Approximately $16.1 million of 
cash was provided through net borrowings.  In addition, Dura received $52.5 
million of net proceeds from the issuance of the Preferred Securities in 
March 1998 and $107.8 million of net proceeds from the issuance of common 
stock in June and July 1998.

     At December 31, 1998, Dura had unused borrowing capacity of 
approximately $72 million, under its most restrictive debt covenant.  Dura 
believes the borrowing availability under its credit agreement, together with 
funds generated by operations, should provide liquidity and capital resources 
to pursue its business strategy for the foreseeable future, with respect to 
working capital, capital expenditures, and other operating needs.  Prior to 
any further acquisitions, Dura estimates its 1999 capital expenditures will 
approximate $34 million.  Under present conditions, management does not 
believe access to funds will restrict its ability to pursue its acquisition 
strategy.

QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

     Dura typically experiences decreased revenues and operating income 
during the third calendar quarter of each year due to production shutdowns at 
OEMs for model changeovers and vacations.

EFFECTS OF INFLATION

     Inflation potentially affects Dura in two principal ways.  First, a 
portion of Dura's debt is tied to prevailing short-term interest rates which 
may change as a result of inflation rates, translating into changes in 
interest expense. Second, general inflation can impact material purchases, 
labor and other costs. In many cases, Dura has limited ability to pass 
through inflation-related cost increases due to the competitive nature of the 
markets that Dura serves.  In the past few years, however, inflation has not 
been a significant factor for Dura.

                                   - 28 -

<PAGE>

MARKET RISK

     The Company is exposed to various market risks, including changes in 
foreign currency exchange rates and interest rates.  Market risk is the 
potential loss arising from adverse changes in market rates and prices, such 
as foreign currency exchange and interest rates.  The Company does not enter 
into derivatives or other financial instruments for trading or speculative 
purposes.

     The Company manages its interest rate risk by balancing the amount of 
fixed and variable debt.  For fixed rate debt, interest rate changes affect 
the fair market value but do not impact earnings or cash flows.  Conversely 
for variable rate debt, interest rate changes generally do not affect the 
fair market value but do impact future earnings and cash flows, assuming 
other factors are held constant.  At December 31, 1998, the Company had fixed 
rate debt of $81.1 million and variable rate debt of $250.8 million.  Holding 
other variables constant (such as foreign exchange rates and debt levels) a 
one percentage point increase in interest rates would decrease the unrealized 
fair market value of the fixed rate debt by approximately $4 million.  The 
pre-tax earnings and cash flows impact for the next year resulting from a one 
percentage point increase in interest rates would be approximately $2.5 
million, holding other variables constant.

FOREIGN CURRENCY TRANSACTIONS

     A significant portion of Dura's revenues during 1998 were derived from 
manufacturing operations in Europe, Latin America and Canada.  The results of 
operations and financial position of Dura's operations in these countries are 
principally measured in their respective currency and translated into U.S. 
dollars.  The effects of foreign currency fluctuations in such countries are 
somewhat mitigated by the fact that expenses are generally incurred in the 
same currencies in which revenues are generated.  The reported income of 
these subsidiaries will be higher or lower depending on a weakening or 
strengthening of the U.S. dollar against the respective foreign currency.

     A significant portion of Dura's assets at December 31, 1998 are based in 
its foreign operations and are translated into U.S. dollars at foreign 
currency exchange rates in effect as of the end of each period, with the 
effect of such translation reflected as a separate component of stockholders' 
investment. Accordingly, Dura's consolidated stockholders' investment will 
fluctuate depending upon the weakening or strengthening of the U.S. dollar 
against the respective foreign currency.

     Dura's strategy for management of currency risk relies primarily upon 
conducting its operations in such countries' respective currency and may, 
from time to time, engage in hedging programs intended to reduce Dura 
exposure to currency fluctuations.

YEAR 2000

     Dura is currently working to resolve the potential impact of the year 
2000 on the processing of time-sensitive information by Dura's computerized 
information systems.  Any of Dura's programs that have time-sensitive 
software may recognize the year "00" as 1900 rather than the year 2000.  This 
could result in miscalculations, classification errors or system failures.

     While Dura's various operations are at different stages of Year 2000 
readiness, Dura has completed its global compliance review.  Based on the 
information available to date, Dura does not anticipate any significant 
readiness problems with respect to its systems.

                                   - 29 -

<PAGE>

     Dura's facilities have completed the inventory and assessment of their 
internal information technology ("IT") and non-IT systems (including 
business, operating and factory floor systems) and are working on 
remediation, as appropriate, for these systems.  The remediation may include 
repair, replacement or upgrading of specific systems and components, with 
priorities based on a business risk assessment.  Dura expects that 
remediation activities for its internal systems will be completed during the 
second quarter of 1999, and contingency plans, as needed, before the end of 
the year.

     The most reasonably likely worst case scenario that Dura currently 
anticipates with respect to Year 2000 is the failure of some of its 
suppliers, including utilities suppliers, to be ready.  This could cause a 
temporary interruption of materials or services that Dura needs to make its 
products, which could result in delayed shipments to customers and lost sales 
and profits for Dura.  As the critical supplier assessments are completed, 
contingency plans have been developed, as necessary, to address the risks 
which were identified. These plans include resourcing materials or building 
inventory banks.  Dura has aggressively addressed this issue with all major 
suppliers and believes contingency plan requirements have been properly 
communicated.

     Dura has spent approximately $2.1 million on Year 2000 activities to 
date and anticipates that it will incur additional future costs not to exceed 
$3.0 million in total in addressing Year 2000 issues.

     The outcome of Dura's Year 2000 program is subject to a number of risks 
and uncertainties, some of which (such as the availability of qualified 
computer personnel and the Year 2000 responses of third parties) are beyond 
its control. Therefore, there can be no assurances that Dura will not incur 
material remediation costs beyond the above anticipated future costs, or that 
Dura's business, financial condition, or results of operations will not be 
significantly impacted if Year 2000 problems with its systems, or with the 
products or systems of other parties with whom it does business, are not 
resolved in a timely manner.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998 the Financial Accounting Standards Board issued SFAS No. 
133, "Accounting for Derivative Instruments and Hedging Activities," 
effective for years beginning after June 15, 1999.  SFAS No. 133 establishes 
accounting and reporting standards requiring that every derivative 
instrument, including certain derivative instruments embedded in other 
contracts be recorded in the balance sheet as either an asset or liability 
measured at its fair value.  SFAS No. 133 requires that changes in the 
derivative's fair value be recognized currently in earnings unless specific 
hedge criteria are met.  Special accounting for qualifying hedges allow a 
derivative's gains or losses to offset related results on the hedged item in 
the income statement and requires that a company must formally document, 
designate and assess the effectiveness of transactions that receive hedge 
accounting.  Dura has not yet quantified the impacts of adopting SFAS No. 133 
and has not yet determined the timing or method of adoption.

     In April 1998, the Financial Accounting Standards Board issued Statement 
of Position ("SOP") No. 98-5, "Reporting on the Costs of Start-Up 
Activities," effective for fiscal years beginning after December 15, 1998.  
SOP 98-5 requires the expensing of start-up activities as incurred, versus 
capitalizing and expensing them over a period of time.  Dura is currently in 
the process of assessing the impact of adopting SOP 98-5 and will adopt this 
new pronouncement in the first quarter of 1999.

                                    - 30 -

<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     See "Market Risk" and "Foreign Currency Transactions" sections of Item 7.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of Dura are hereby incorporated by 
reference to Exhibit 99.1.

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

     None.

                                      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     A.   DIRECTORS OF THE REGISTRANT

     The information required by Item 10 with respect to the directors is 
incorporated herein by reference to the section labeled "Election of 
Directors" which appears in Dura's 1999 Proxy Statement.

     B.   EXECUTIVE OFFICERS

     The following table sets forth certain information with respect to 
Dura's executive officers as of December 31, 1998:

<TABLE>
<CAPTION>

       Name                               Age                   Position(s)
       ----                               ---                   -----------
<S>                                       <C>        <C>
S.A. Johnson..............................58         Chairman and Director
J. Richard Jones..........................56         Vice Chairman and Director
Karl F. Storrie...........................61         President, Chief Executive Officer and
                                                       Director
David R. Bovee............................49         Vice President
Joe A. Bubenzer...........................47         Senior Vice President
Mervyn J. Edgar...........................50         Vice President
Stephen E.K. Graham.......................41         Vice President and Chief Financial Officer
Robert R. Hibbs...........................36         Vice President and Director
John J. Knappenberger.....................52         Vice President
Milton D. Kniss...........................51         Vice President
Scott D. Rued.............................42         Vice President
</TABLE>


     S.A. JOHNSON has served as Chairman and a Director of Dura since 
November 1990.  Mr. Johnson is the founder, Chief Executive Officer and 
President of Hidden Creek, a private industrial management company based in 
Minneapolis, Minnesota, which has provided certain management and other 
services to Dura. Mr. Johnson is also the President of J2R Corporation 
("J2R").  Prior to forming Hidden Creek, Mr. Johnson served from 1985 to 1989 
as Chief

                                   - 31 -

<PAGE>

Operating Officer of Pentair, Inc., a diversified industrial company.  From 
1981 to 1985, Mr. Johnson was President and Chief Executive Officer of Onan 
Corp., a diversified manufacturer of electrical generating equipment and 
engines for commercial, defense and industrial markets.  Mr. Johnson served 
as Chairman and a director of Automotive Industries Holding, Inc., a supplier 
of interior trim components to the automotive industry, from May 1990 to 
August 1995.  Mr. Johnson is also Chairman and a director of Tower 
Automotive, Inc., a manufacturer of engineered metal stampings and assemblies 
for the automotive industry.

     J. RICHARD JONES has served as Vice Chairman and a Director of Dura 
since May 1998.  Prior to the Trident Acquisition, Mr. Jones served as Group 
President and Chief Executive Officer of Trident's predecessor from June 1992 
until December 1997 and as Chairman, Chief Executive Officer and Director of 
Trident from December 1997 until April 1998.  From 1988 to June 1992, he 
served as President and Chief Operating Officer of the Process Automation 
Group of FKI (formerly known as the Process Control Group of FKI).  In 1990, 
while serving in such capacity, he assumed the responsibility for the 
reorganization of the FKI Automotive Group.  Prior thereto, Mr. Jones was 
Division President of Bristol Babcock, Inc., a process control company 
involved in the design and manufacture of telemetry equipment for the gas and 
water industry, and held a variety of positions in engineering, vehicular 
systems and operational management for the Varity Corporation.

     KARL F. STORRIE has served as President, Chief Executive Officer and a 
Director of Dura since March 1991.  Prior to joining Dura and from 1986, Mr. 
Storrie was Group President of a number of aerospace manufacturing companies 
owned by Coltec Industries, a multi-divisional public corporation.  Prior to 
becoming a Group President, Mr. Storrie was a Division President of two 
aerospace design and manufacturing companies for Coltec Industries from 1981 
to 1986.  During his thirty-five year career, Mr. Storrie has held a variety 
of positions in technical and operations management.  Mr. Storrie is also a 
director of Argo-Tech Corporation, a manufacturer of aircraft fuel, boost and 
transfer pumps.

     DAVID R. BOVEE has served as Vice President of Dura since November 1990 
and Chief Financial Officer of Dura from November 1990 to May 1997.  Mr. 
Bovee also serves as Assistant Secretary for Dura.  Prior to joining Dura, 
Mr. Bovee served as Vice President at Wickes in its Automotive Group from 
1987 to 1990.

     JOE A. BUBENZER has had responsibility for European operation since June 
1997.  From October 1993 to May 1997, Mr. Bubenzer served as Vice President 
Sales/Engineering and was named Senior Vice President in 1995.  Prior to 
joining Dura in October 1993, Mr. Bubenzer filled various executive positions 
with ITT Automotive, a supplier of components to the automotive industry, 
where he worked for six years, and, prior to such time, at GM, where he 
worked for 14 years.

     MERVYN J. EDGAR has served as Vice President of Dura since May 1998.  
Prior to the acquisition of Trident, Mr. Edgar served as General Manager of 
Trident from 1990 to May 1998 and as Manufacturing Manager of FKI Automotive 
Group's Dominion Controls Division in Stratford, Ontario and Milan, Tennessee 
from 1989 to 1990.

     STEPHEN E.K. GRAHAM has served as Vice President and Chief Financial 
Officer since joining Dura in June1997.  From 1996 to May 1997, Mr. Graham 
was Chief Financial Officer of Cambridge Industries, Inc., a North American 
supplier of components to the automotive industry.  From 1994 to 1996, Mr. 
Graham was Chief Financial Officer of Truck Components, Inc., a supplier of 
components to the automotive and heavy truck industry.  From 1989 to 1994, 
Mr.

                                    - 32 -

<PAGE>

Graham held several positions with Magna International, Inc., an automotive 
components supplier.

     ROBERT R. HIBBS has served as a Director of Dura since August 1994 and 
as Vice President since November 1990.  Mr. Hibbs, a stockholder of J2R, has 
also served as Vice President-Corporate Development of Hidden Creek since 
January 1994 and as its Director from April 1990 through December 1993.  
Prior thereto, Mr. Hibbs worked in the corporate finance area with Drexel 
Burnham Lambert, an investment banking firm, in New York from 1988 to 1990.

     JOHN J. KNAPPENBERGER has served as Vice President of Quality and 
Materials of Dura since December 1995.  Mr. Knappenberger assumed 
responsibility for sales and engineering in June 1997.  Prior to joining 
Dura, Mr. Knappenberger was Director of Quality for Carrier Corporation's 
North American Operations, manufacturers of heating and air conditioning 
systems, from February 1992.  From 1985 to 1991, Mr. Knappenberger was 
employed by TRW Inc., a supplier of components to the automotive industry, 
beginning as Director of Quality in 1985 for the Steering and Suspension 
Division and becoming Vice President, Quality for the Automotive Sector in 
1990.

     MILTON D. KNISS has served as Vice President of Operations of Dura since 
January 1994.  From April 1991 until January 1994, Mr. Kniss served as 
Director of Michigan Operations for Dura.  Mr. Kniss joined the predecessor 
in 1981 as a Divisional Purchasing Manager, served as Plant Manager of East 
Jordan, Michigan from 1982 until 1986, and Plant Manager of Gordonsville, 
Tennessee until 1991.

     SCOTT D. RUED has served as Vice President of Dura since November 1990. 
Mr. Rued, a stockholder of J2R, has also served as Executive Vice President 
and Chief Financial Officer of Hidden Creek since January 1994 and served as 
it Vice President--Finance and Corporate Development from June 1989 through 
1993.  Mr. Rued has served as Vice President, Corporate Development and a 
director of Tower Automotive, Inc. since April 1993.  Mr. Rued served as Vice 
President, Chief Financial Officer and a director of Automotive Industries 
Holding, Inc. from April 1990 to 1995.  Mr. Rued is also a director of The 
Rottlund Company, Inc., a corporation engaged in the development and sale of 
residential real estate.

     C.   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     The information required by Item 10 with respect to compliance with 
reporting requirements is incorporated herein by reference to the section 
labeled "Section 16(a) Beneficial Ownership Reporting Compliance" which 
appears in Dura's 1999 Proxy Statement.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by Item 11 is incorporated herein by reference 
to the sections labeled "Compensation of Directors" and "Executive 
Compensation" which appear in Dura's 1999 Proxy Statement, excluding 
information under the headings "Compensation Committee Report on Executive 
Compensation" and "Performance Graph."

                                   - 33 -

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by Item 12 is incorporated herein by reference 
to the section labeled "Security Ownership" which appears in Dura's 1999 
Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 is incorporated herein by reference 
to the section labeled "Certain Relationships and Related Transactions" which 
appears in Dura's 1999 Proxy Statement.

                                      PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  DOCUMENTS FILED AS PART OF THIS REPORT ON FORM 10-K

          (1)  FINANCIAL STATEMENTS:
               - Report of Independent Public Accountants
               - Consolidated Balance Sheets as of  December 31, 1997 and 1998
               - Consolidated Statements of Operations for the Years Ended
                 December 31, 1996, 1997 and 1998
               - Consolidated Statements of Stockholders' Investment for the 
                 Years Ended December 31, 1996, 1997 and 1998
               - Consolidated Statements of Cash Flows for the Years Ended
                 December 31, 1996, 1997 and 1998
               - Notes to Consolidated Financial Statements

          (2)    FINANCIAL STATEMENT SCHEDULES:
               - Financial Statement Schedule II - Valuation and Qualifying 
                 Accounts.

          (3)    EXHIBITS: See "Exhibit Index" beginning on page 36.

     (b)  REPORTS ON FORM 8-K
          None.


                                   - 34 -

<PAGE>

                                     SIGNATURES

     Pursuant to the requirements of Section 13 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.

                                            DURA AUTOMOTIVE SYSTEMS, INC.

Date:  February 25, 1999                    By /s/ S.A. Johnson  
                                              --------------------------------
                                               S.A. Johnson, Chairman

     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.

<TABLE>
<CAPTION>

Signature                                   Title                                           Date
---------                                   -----                                           ----
<S>                                         <C>                                     <C>
/s/ S.A. Johnson                            Chairman and Director                   February 25, 1999
------------------------------------
S.A. Johnson

/s/ J. Richard Jones                        Vice Chairman and Director              February 25, 1999
------------------------------------
J. Richard Jones

/s/ Karl F. Storrie                         President, Chief Executive              February 25, 1999
------------------------------------          Officer (Principal Executive 
Karl F. Storrie                               Officer) and Director 
                                     

/s/ Robert R. Hibbs                         Vice President and                      February 25, 1999
------------------------------------          Director
Robert R. Hibbs                               

/s/ Robert E. Brooker, Jr.                  Director                                February 25, 1999
------------------------------------
Robert E. Brooker, Jr.

/s/ W.H. Clement                            Director                                February 25, 1999
------------------------------------
W.H. Clement

/s/ Jack K. Edwards                         Director                                February 25, 1999
------------------------------------
Jack K. Edwards

/s/ John C. Jorgensen                       Director                                February 25, 1999
------------------------------------
John C. Jorgensen

/s/ James O'Loughlin                        Director                                February 25, 1999
------------------------------------
James O'Loughlin

/s/ Robert J. Orscheln                      Director                                February 25, 1999
------------------------------------
Robert J. Orscheln

/s/ William L. Orscheln                     Director                                February 25, 1999
------------------------------------
William L. Orscheln

/s/ Eric J. Rosen                           Director                                February 25, 1999
------------------------------------
Eric J. Rosen

/s/ Stephen E.K. Graham                     Vice President and Chief                February 25, 1999
------------------------------------        Financial Officer (Principal 
Stephen E.K. Graham                           Accounting Officer) 
</TABLE>

                                    - 35 -

<PAGE>

                           DURA AUTOMOTIVE SYSTEMS, INC.
                           EXHIBIT INDEX TO ANNUAL REPORT
                                    ON FORM 10-K
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                                          

<TABLE>
<CAPTION>

                                                                                               Page Number in
                                                                                               Sequential
                                                                                               Numbering
                                                                                               of all Form 10-K
    Exhibit                                                                                    and Exhibit Pages
    -------                                                                                    -----------------
    <S>        <C>                                                                             <C>
     3.1       Form of Amended and Restated Certificate of Incorporation of Dura,                   *
               incorporated by reference to Exhibit 3.1 of the Registrant's Form S-1, 
               Registration No. 333-06601 filed under the Securities Act of 1933 (the "S-1").
     3.2       Form of Amended and Restated By-laws of Dura, incorporated by                        *
               reference to Exhibit 3.2 of the S-1.
     4.1       Stockholders Agreement, dated as of August 31, 1994, by and among the                *
               Company, Onex U.S. Investments, Inc., J2R, Alkin, the HCI Stockholders 
               (as defined therein) and the Management Stockholders (as defined therein), 
               incorporated by reference to Exhibit 4.1 of the S-1.
     4.2       Amendment to Stockholders Agreement, dated May 17, 1995, by and between              *
               Dura, Onex DHC LLC, J2R, Alkin, the HCI Stockholders (as defined therein) 
               and the Management Stockholders (as defined therein), incorporated by reference 
               to Exhibit 4.2 of the S-1.
     4.3       Registration Agreement, dated as of August 31, 1994, among Dura,                     *
               Alkin and the MC Stockholders (as defined therein), incorporated by reference 
               to Exhibit 4.3 of the S-1.
     4.4       Amendment to Registration Agreement, dated May 17, 1995, by and between              *
               Dura, the MC Stockholders (as defined therein) and Alkin, incorporated by 
               reference to Exhibit 4.4 of the S-1.
     4.5       Investor Stockholder Agreement, dated as of August 31, 1994, by and among            *
               Dura, Onex U.S. Investments, Inc., J2R and certain other stockholders party 
               thereto, incorporated by reference to Exhibit 4.5 of the S-1.
     4.6       Form of certificate representing Class A Common Stock of Dura,                       *
               incorporated by reference to Exhibit 4.6 of the S-1.
     4.7       Amended and Restated Multicurrency Credit Agreement, dated December 5,               *
               1996, among Dura Operating Corp., Kimanus Vermogensverwaltung GmbH, the various 
               financial institutions parties thereto, Bank of America NT&SA, as agent, and BA 
               Securities, Inc., as the arranger incorporated by reference to Exhibit 4.1 of 
               the Registrant's Form 8-K dated December 20, 1996.
     4.8       Consolidated Amendment No. 1 to Amended and Restated Multicurrency Credit            *
               Agreement, dated August 29, 1997, by and among Dura Operating Corp., Kimanus 
               Vermogensverwaltung GmbH, the various commercial lending institutions parties 
               thereto, as lenders, and Bank of America NT&SA, as agent, incorporated by 
               reference to Exhibit 4.2 of the Registrant's Form 8-K dated September 12, 1997.
     10.1      Joint Venture Agreement, dated as of August 31, 1994, by and among the               *
               Company, Alkin, MCHC, Onex and J2R, incorporated by reference to Exhibit 10.1 
               of the S-1.
     10.2**    Management Contribution Agreement, dated as of August 31, 1994, by and               *
               among Dura, Kim B. Clark and the Management Stockholders (as defined therein), 
               incorporated by reference to Exhibit 10.2 of the S-1.

                                             - 36 -

<PAGE>

     10.3**    Management Agreement, dated as of August 31, 1994, by and between                    *
               Hidden Creek and Dura Operating Corp. (formerly known as Dura Automotive Systems, 
               Inc.) ("Dura Operating"), incorporated by reference to Exhibit 10.3 of the S-1.
     10.4**    Stock Option Agreement, dated as of August 31, 1994, between Dura                    *
               and Alkin, incorporated by reference to Exhibit 10.4 of the S-1.
     10.5**    Stock Option Agreement, dated as of August 31, 1994, between Dura                    *
               and Kim B. Clark, incorporated by reference to Exhibit 10.5 of the S-1.
     10.6      Subordinated Promissory Note, dated August 31, 1994, of Dura in the                  *
               amount of $2,000,000 in favor of Alkin, incorporated by reference to Exhibit 
               10.6 of the S-1.
     10.7      Subordinated Promissory Note, dated August 31, 1994, of MCHC in the amount           *
               of $1,800,000 in favor of Onex Ohio Holdings, Inc., incorporated by reference 
               to Exhibit 10.7 of the S-1.
     10.8      Subordinated Promissory Note, dated August 31, 1994, of MCHC in the amount           *
               of $200,000 in favor of J2R, incorporated by reference to Exhibit 10.8 of the S-1.
     10.9      Credit Agreement, dated as of August 31, 1994, among Dura Operating, certain         *
               commercial lending institutions, The Bank of Nova Scotia, Comerica Bank, The 
               Chase Manhattan Bank and Continental Bank, incorporated by reference to 
               Exhibit 10.9 of the S-1.
     10.10     Security Agreement, dated as of August 31, 1994, between Dura Operating and          *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.10 of the S-1.
     10.11     Pledge Agreement, dated as of August 31, 1994, entered into by Dura Operating        *
               in favor of Continental Bank, as agent, incorporated by reference to Exhibit 
               10.11 of the S-1.
     10.12     Guaranty, dated August 31, 1994, by Dura de Mexico S.A. de C.V. ("Dura               *
               Mexico") in favor of the Agents, the Co-Agents and the Lenders (each as 
               defined therein), incorporated by reference to Exhibit 10.12 of the S-1.
     10.13     Accounts Receivable Pledge Agreement, dated as of August 31, 1994, by                *
               and between Continental Bank, as agent, and Dura Mexico, incorporated by 
               reference to Exhibit 10.13 of the S-1.
     10.14     Corporate Guaranty, dated August 31, 1994, by MCHC in favor of the Agent,            *
               Co-Agents and Lenders (each as defined therein), incorporated by reference 
               to Exhibit 10.14 of the S-1.
     10.15     Pledge Agreement, dated as of August 31, 1994, by MCHC in favor of                   *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.15 of the S-1.
     10.16     Letter Agreement, dated August 25, 1994, between Dura and Ford,                      *
               incorporated by reference to Exhibit 10.16 of the S-1.
     10.17     Promissory Note, dated December 31, 1991, of Karl F. Storrie in favor of             *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.17 of the S-1.
     10.18     Asset Purchase Agreement, dated March 23, 1995, by and among Dura                    *
               Operating, Dura and Rockwell International Corporation, incorporated by reference 
               to Exhibit 10.18 of the S-1.
     10.19     Subscription Agreement, dated as of June 26, 1995, by and between the                *
               Company and the persons listed on the signature pages thereto, incorporated by 
               reference to Exhibit 10.19 of the S-1.
     10.20     Subscription Agreement, dated as of June 26, 1995, by and between the                *
               Company, David P. Klosterman and Craig L. Lamiman, incorporated by reference 
               to Exhibit 10.20 of the S-1.
     10.21**   Letter Agreement, dated November 9, 1995, between Dura and John J.                   *
               Knappenberger, incorporated by reference to Exhibit 10.21 of the S-1.
     10.22**   Letter Agreement, dated August 16, 1994, between Dura and Craig L.                   *
               Lamiman, incorporated by reference to Exhibit 10.21.1 of the S-1.
     10.23**   Letter Agreement, dated September 1, 1994, between Dura and David                    *

                                             - 37 -

<PAGE>

               P. Klosterman, incorporated by reference to Exhibit 10.21.2 of the S-1.
     10.24     Lease, entered into as of January 5, 1988, between the City of Moberly,              *
               Missouri and Alkin, incorporated by reference to Exhibit 10.22 of the S-1.
     10.25     Net Lease, made as of March 16, 1995, by and between First Industrial                *
               Financing Partnership, L.P. ("First Industrial") and Dura Operating, incorporated 
               by reference to Exhibit 10.23 of the S-1.
     10.26     First Addendum to New Lease, dated April 24, 1995, between First Industrial          *
               and Dura Operating, incorporated by reference to Exhibit 10.24 of the S-1.
     10.27     Lease of Office Space, dated June 14, 1991, between 80 South Eight Street            *
               Limited Partnership ("Eighth Street") and Hidden Creek, incorporated by reference 
               to Exhibit 10.25 of the S-1.
     10.28     Amendment and Renewal of Lease, made as of April 30, 1993, by and                    *
               between Eighth Street and Hidden Creek, incorporated by reference to Exhibit 
               10.26 of the S-1.
     10.29**   Form of 1996 Key Employee Stock Option Plan, incorporated by reference to            *
               Exhibit 10.27 of the S-1.
     10.30**   Form of Independent Director Stock Option Plan, incorporated by reference to         *
               Exhibit 10.28 of the S-1.
     10.31**   Form of Employee Stock Discount Purchase Plan, incorporated by reference to          *
               Exhibit 10.29 of the S-1.
     10.32     Form of Amended and Restated Stockholders Agreement, incorporated by                 *
               reference to Exhibit 10.30 of the S-1.
     10.33     Form of Amended and Restated Investor Stockholders Agreement, incorporated           *
               by reference to Exhibit 10.31 of the S-1.
     10.34     Stock and Asset Purchase Agreement, dated October 3, 1996, among Sparton             *
               Corporation, Sparton Engineered Products, Inc., Lake Odessa Sparton Group and 
               Dura Automotive Systems, Inc. incorporated by reference to Exhibit 2.1 of the 
               Registrant's Form 8-K dated December 20, 1996.
     10.35     Stock Purchase Agreement, dated August 1, 1997, by and among Dura Shifter            *
               Holding Corp. and the various selling shareholders, incorporated by reference to 
               Exhibit 2.1 of the Registrant's Form 8-K dated September 12, 1997.
     23.1      Consent of Arthur Andersen LLP filed herewith.                                       --
     27.1      Financial Data Schedule filed herewith.                                              --
     99.1      Consolidated Financial Statements of Dura for the Year Ended                         --
               December 31, 1998 together with Report of Independent Public Accountants 
               filed herewith.
</TABLE>
------------------------
*    Incorporated by reference.
**   Indicates compensatory arrangement.

                                       - 38 -