SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                               
                           FORM 10-K
                               
       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
              THE SECURITIES EXCHANGE ACT OF 1934


For fiscal year ended December 31, 1998      Commission File Number
                                                 333-34585

            JORDAN TELECOMMUNICATION PRODUCTS, INC.
      (Exact name of registrant as specified in charter)
                               
     Delaware                                36-4173125
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification
No.)


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


      Registrant's telephone number, including area code:
                        (847) 945-5591
                               
                               
  Securities registered pursuant to Section 12(b) of the Act:
                               
                                        Name of Each Exchange
     Title of Each Class                  on Which Registered
          None                                   N/A

  Securities registered pursuant to Section 12(g) of the Act:
                               
                             None
                               
     Indicated by checkmark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding
twelve (12) months (or for such shorter period that the
registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past ninety (90)
days.

          Yes     x      No __________

     The aggregate market value of voting stock held by non-
affiliates of the Registrant is not determinable as such shares
were privately place and there is currently no public market
for such shares.

     The number of shares outstanding of Registrant's Common
Stock as of March 30, 1999:  983,916.6667.

<PAGE>

                       TABLE OF CONTENTS
                               
                                                       PAGE

Part I


Item 1.   Business                                           3
Item 2.   Properties                                        11
Item 3.   Legal Proceedings                                 13
Item 4.   Submission of Matters to a Vote of Security
          Holders                                           13


Part II


Item 5.   Market for the Registrant=s Common Equity and
          Related Stockholder Matters                       14
Item 6.   Selected Financial Data                           15
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations               16
Item 8.   Financial Statements                              23
Item 9.   Changes In and Disagreements with Accountants on
          Accounting and Financial Disclosure               50


Part III


Item 10.  Directors and Executive Officers                  51
Item 11.  Executive Compensation                            54
Item 12.  Security Ownership of Certain Beneficial
          Owners and Management                             55
Item 13.  Certain Relationships and Related Transactions    56


Part IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports
          On Form 8-K                                       59

          Signatures                                        60


<PAGE>

                            PART I
                       ITEM 1.  BUSINESS
                               
                          THE COMPANY
     Jordan  Telecommunication Products, Inc., incorporated  in
Delaware  on  July 18, 1997 (collectively with its subsidiaries
is  herein  after referred to as the ACompany@), is  a  leading
worldwide  designer, manufacturer and provider of products  and
services  to  the rapidly growing telecommunications  and  data
communications industries.

     Jordan Industries, the Company's management and the Jordan
Group  formed the Company in connection with Jordan Industries'
recapitalization and to establish the Company as a stand-alone,
industry-focused   company  (see  Note  1  to   the   Company's
consolidated  financial  statements).  The  Company   and   its
subsidiaries  are  included in Jordan Industries'  consolidated
financial  statements, and will continue  to  be  part  of  the
Jordan Industries consolidated group for tax purposes until the
redemption  of  the Company's Junior Preferred Stock  or  until
such  time  as  the  Company can no longer be consolidated  for
federal income tax purposes.

     The  Company's principal executive offices are located  at
ArborLake  Centre, Suite 550, 1751 Lake Cook  Road,  Deerfield,
Illinois 60015 and its telephone number is (847) 945-5591.

                           BUSINESS

Business Segment Information

     The   Company   operates  in  three   business   segments:
infrastructure   products,   custom   cable   assemblies,   and
electronic  connectors and components. The percentages  of  the
Company's total net sales by segment in each of its last  three
fiscal years were as follows:
                               
                                           1998     1997    1996
     Infrasturcture Products                48%     54%     57%
     Electronic Connectors and Components   14%     18%     30%
     Custom Cable Assemblies                38%     28%     13%
     
     Total                                 100%    100%    100%
     
     For  additional  segment information see Note  17  of  the
Notes to the Consolidated Financial Statements.


Infrastructure Products

     The  Infrastructure  Products  segment  consists  of  four
operating units: Dura-Line Corporation and subsidiaries ("Dura-
Line"),   Viewsonics,   Inc.  and  subsidiary   ("Viewsonics"),
Northern    Technologies   Holdings,   Inc.   and    subsidiary
("Northern"), and Engineered Endeavors, Inc. ("EEI").
  
   The  businesses  in  this  segment  provide  products  and
services for the construction, expansion and maintenance of the
"outside    plant"    portion   of    the    telecommunications
infrastructure.   The  products  cover   a   broad   range   of
applications,   including:   cable   conduit   systems,   cable
television transmission equipment, power conditioning  systems,
and antenna support systems.

<PAGE>

Cable Conduit Systems

     The   Company,  through  Dura-Line,  supplies  specialized
telecommunications high-density polyethylene  ("HDPE")  conduit
systems, used to install and protect outside plant fiber  optic
cables,  CATV  coaxial  cables, and electrical  cable  systems.
These  conduit  systems  protect network infrastructure  cables
from  environmental or accidental physical damage  as  well  as
facilitate  and  reduce  the  cost of  cable  installation  and
maintenance.  Dura-Line manufactures a wide  variety  of  cable
conduit   products,   including  special   fire-resistant   and
expandable  capacity  conduit  systems.  The  majority  of  the
Company's  sales to the fiber optic and coaxial conduit  market
are  comprised of either patented or proprietary products.  The
Company's  patented SILICORE technology is a solid  co-extruded
polymer  lubricant  lining that accounted  for  $90.8  million,
$93.1  million  and  $61.8 million in sales  of  cable  conduit
products  in  1998,  1997  and  1996,  respectively.  The   low
coefficient of friction characteristics of SILCORE allows fiber
optic and other cables to be easily "pulled" or "blown" through
the  conduit, thus saving customers significant time and  money
during installation, repair and upgrade procedures.

     Dura-Line  markets its products internationally through  a
direct sales force and independent sales representatives. Dura-
Line  sells to local and regional telecommunications companies,
competitive   access  providers  ("CAPs"),  competitive   local
exchange   carriers  ("CLECs"),  the  regional  bell  operating
companies ("ROBCs"), and cable television ("CATV") operators.

     Dura-Line  has  cable conduit manufacturing operations  in
the United States, Mexico, the United Kingdom, and China. Dura-
Line  also  has  manufacturing  joint  ventures  in  the  Czech
Republic (70%), Spain (100%), Israel (33.33%), India (50%, plus
one share) and Malaysia (60%).

Cable Television Transmission and Connection Equipment

     Through Viewsonics, the Company designs, manufactures  and
distributes   high-quality  CATV  splitters,   amplifiers   and
patented electronic security components. These devices, used to
insure signal integrity, are attached to the cable "drop  line"
at  the  home or business and connect the user's television  or
other  electronic  equipment to the cable or satellite  system.
Viewsonics  also provides products for use in  the  "head  end"
transmitters of Multi-Channel Multi-Point Distribution  Systems
("MMDS"), a wireless alternative to cable television.

     Viewsonics sells its products through a direct sales force
to  many  of  the  major  CATV service  providers  and  through
distributors who supply smaller CATV service providers.

Power Conditioning Systems

     The  Company, through Northern, supplies commercial  power
conditioning and protection equipment for protecting  sensitive
equipment  against sudden or extreme increases  in  voltage  or
variable  electrical power. Such power "transients" can  result
from lightning, ground faults and public utility switching  and
can  cause extensive damage to critical equipment. The majority
of Northern's sales are from power conditioning system products
used  to  protect equipment on individual towers and  sites  in
Personal  Communication  Systems  ("PCS")  and  cellular  phone
networks.  Northern  also  provides products  such  as  voltage
regulators,  grounding devices, uninterruptible power  supplies
and  isolation  transformers for  use  in  a  wide  variety  of
critical  communications, medical, and industrial applications.
Northern's  products employ patented applications  of  silicone
avalanche diode technology, which provides a very fast response
to voltage differentials.

<PAGE>

     Nearly  42% of Northern's sales in 1998 are to PCS service
providers.  Northern believes its customer base  includes  over
half  of  the  major PCS providers from the first  two  Federal
Trade  Commission  ("FTC") auctions of PCS licenses.  In  1995,
Northern  signed  a  five-year contract  to  be  the  exclusive
supplier of power conditioning equipment to one of the  largest
PCS providers in the United States.
     
Antenna Support Systems

     On  September 2, 1997, the Company purchased the assets of
EEI,  a  turnkey  provider of antenna support systems  for  the
wireless   communications  industry.   EEI   designs   complete
structures,  manufactures  monopole  antenna  mount  platforms,
custom  bell  and  clock  towers,  and  accessories.  EEI  also
distributes  ancillary  products used in  the  construction  of
cellular and PCS towers.


Electronic Connectors and Components

     The  Electronic Connectors and Components segment consists
of  four  operating units: AIM Electronics Corporation ("AIM"),
Cambridge    Products   Corporation   ("Cambridge"),    Johnson
Components,  Inc.  ("Johnson"),  and  Vitelec  Electronics  Ltd
("Vitelec"),  which is located in the United  Kingdom.  Through
these   businesses,  the  Company  designs,  manufactures   and
provides  worldwide,  a  broad range of electronic  connectors,
including radio frequency ("RF") and coaxial connectors, plugs,
adapters,  and  electronic  hardware,  as  well  as  electronic
network  and  security components. These products are  used  in
telecommunications,  data communications,  and  other  original
equipment  manufacturing  ("OEM")  applications  that   require
miniaturization  and high frequency ranges,  such  as  wireless
telecommunications.

     Electronic connectors are devices that allow an electronic
signal  to  pass from one device to another. They are  used  to
connect  wires, cables, printed circuit boards, flat cable  and
other  electronic  components to  each  other  and  to  related
equipment.  Connectors are found in virtually every  electronic
product  including computers, printers, modems,  VCRs,  radios,
medical instruments, cellular telephones and automobiles.

     The Company sells its electronic connectors and components
to  commercial and consumer electronic customers throughout the
world,   directly  and  through  a  network  of  manufacturers'
representatives and distributors. The Company imports a portion
of  its  connectors and components through AIM and Vitelec  and
produces  high-quality RF and coaxial connectors,  specializing
in  miniature  and  sub-miniature RF  connectors,  through  its
Johnson and Cambridge operations.

     During   1998,  the  company  reorganized  the  Electronic
Connectors  and Components group.  AIM, Cambridge, Vitelec  and
Johnson  now  report  into  one  management  team.   Production
facilities and vendors were consolidated to lower costs.  Sales
and  marketing  teams were consolidated to leverage  a  broader
product  basket.   As  a  result of  this  reorganization,  the
Cambridge  facility in Connecticut was closed and relocated  to
the facility in Waseca, MN.

<PAGE>

Custom Cable Assemblies

     The  Custom  Cable  Assemblies segment  consists  of  four
operating  units: Bond Holdings, Inc. ("Bond"),  including  K&S
Sheet   Metal,  which  was   purchased  on  January  20,  1998,
Diversified Wire & Cable, Inc. ("Diversified") which  was  sold
on July 9, 1998, LoDan West, Inc. ("LoDAN"), which was acquired
on May 30, 1997, and Telephone Services Holdings, Inc. ("TSI"),
which  on  October  31,  1997 acquired  Telephone  Services  of
Florida,   Inc.  and  on  July  14,  1998  purchased  Opto-Tech
Industries,   Inc.   Through  these  businesses,  the   Company
designs,  engineers and manufacturers custom  cable  assemblies
for internetworking suppliers, OEMs and RBOCs for use primarily
in  the  data communications and telecommunications industries.
The  Company  also  is  a broad line provider  and  value-added
reseller  of  wire  and cable and custom cable  assemblies  for
local  area  networks ("LANs") and other commercial  networking
applications.

     Cable  assemblies are found in a broad range of electronic
equipment, including computers and related peripherals, network
bridges  and  routers, telephone switching  equipment,  central
offices  and electrical controls. These products are  assembled
from  bulk,  coaxial, fiber optic or other cables and  discrete
wire and various electronic connectors that are attached to one
or  more cable ends. The Company offers customers sophisticated
in-house  product  design and technical  support  capabilities,
including  support  teams that work closely with  the  customer
through  all  stages  of product planning and  production.  The
Company  believes that its close coordination  with  customers,
adherence   to  strict  quality  control  standards   and   its
investment  in  production facilities  and  equipment  help  it
attract and retain its broad customer base.

     The  Company has developed long-term relationships with  a
select   group   of   OEMs   in   the   data   processing   and
telecommunications   industries   to   provide   custom   cable
assemblies.  In addition, the Company is also a prime  supplier
to  RBOCs,  CLECs  and  long  distance  carriers.  The  Company
believes there is a growing trend toward outsourcing, which  is
fueled  by  a growing trend among high-technology companies  to
outsource their cable assembly needs to contract manufacturers.
These  companies are particularly seeking to consolidate  their
supplier   base,  reduce  inventories  and  improve   inventory
management,  reduce component cost, increase  flexibility,  and
improve component product quality and technical support.

     The Company distributes more than 2,600 different types of
wire and cable, including cable for the electrical, electronic,
telecommunications and data communications  applications.   The
Company  sells  its  wire  and  cable  products  to  end-users,
installers and/or OEMs of data networking equipment,  including
building  contractors, industrial manufacturers and educational
institutions, among others.

Backlog

     The Company's approximate backlog of unfilled orders at
the dates specified was as follows:
                                                  Backlog
                                                  (Dollars
                                                  in
     December 31, 1998                           thousands)
     
     Infrastructure Products                       $10,198
     Electronic Connectors and Components            2,854
     Custom Cable Assemblies                        16,093
                                                   $29,145

<PAGE>


     

                                                  Backlog
                                                  (Dollars
                                                     in
     December 31, 1997                           thousands)
     
     Infrastructure Products                       $ 8,537
     Electronic Connectors and Components            3,876
     Custom Cable Assemblies                        19,702
                                                   $32,115
          
     The Company will ship substantially all of its 1998 year
end backlog during 1999.

Marketing and Support Services

     The  Company  places  a high priority on  identifying  and
responding  to  its customers' requirements on a timely  basis.
The  Company  employs  a  sales  and  marketing  strategy  that
utilizes  a highly trained direct sales force and approximately
2,800     distributors     and    independent     manufacturing
representatives.

     The   Company  emphasizes  close  coordination  with   its
customers  in  the  design  and  development  stages   of   its
customers'   products  to  create  demand  for  its   products,
facilitate  long-term  customer  relationships  and  allow  the
Company  to  introduce new products that meet  the  specialized
needs of its customers.  The Company also continues to increase
the   scope   of  its  domestic  and  international   marketing
initiatives, training, sophisticated field testing support  and
education of end-users.

     The  Company's  sales representatives  undergo  continuous
training  within their related product groupings to  develop  a
high  degree  of  technical  expertise.   Sales  personnel  are
compensated through a combination of salary and incentive based
plans.   The  Company also markets its products through  multi-
lingual   direct  mailings  of  brochures  and   catalogs   and
advertising in trade journals.

     In  addition,  the  Company emphasizes  superior  customer
service  as  part  of  its  overall  marketing  strategy.   For
example,  the  Company is able to ship most of  its  electronic
connectors  and components, and wire and cable products  within
24  hours  of  an  order being placed.  The  Company  has  also
combined the customer support and sales services functions  for
certain  of  these  products to reduce the time  and  effort  a
customer must expend to place an order.

Manufacturing and International Operations

     The   Company  currently  operates  31  manufacturing  and
distribution  facilities in nine countries  around  the  world.
The  Company's  products  are  manufactured  and  assembled  at
Company owned or leased facilities in the United States, China,
the  Czech  Republic,  Mexico and the United  Kingdom,  through
manufacturing  joint  ventures in Spain,  India,  Malaysia  and
Israel,  and  at  the facilities of contract  manufacturers  in
various countries including Korea, Japan, Singapore and Taiwan.
The  Company derived approximately $59.5 million, $61.9 million
and  $35.6  million; 19.2%, 24.1% and 26.8% of its total  1998,
1997  and 1996 net sales, respectively; from customers  located
outside of the United States.

<PAGE>

     The  Company  employs advanced manufacturing processes  in
order   to   manufacture  according  to  the  highest   quality
standards.    The  Company  maintains  this  standard   through
continuous   improvements  to  its  production  processes   and
upgrades  to  its manufacturing equipment.  Over two-thirds  of
the  Company's  facilities are certified by  the  International
Standards Organization ("ISO") according to its 9000 series  of
quality   standards,  or  are  in  the  process  of   obtaining
certification.

     The  Company is subject to risks generally associated with
international   operations,  including   price   and   exchange
controls,   limitations   on  foreign   ownership   and   other
restrictive  actions.   As a result, fluctuations  in  currency
exchange rates may affect the Company's financial condition and
results of operations.

Employees and Labor Relations

     As  of December 31, 1998 the Company employed an aggregate
of  approximately 2,148 employees, including approximately  581
full-time salaried employees and approximately 1,567  full  and
part-time  hourly employees.  Approximately 7% of the Company's
employees  are  covered  by a collective bargaining  agreement,
which expires in 2000.  The Company believes that its relations
with its employees are good.

Competition

     The  Company  faces substantial competition from  a  large
number  of distributors, suppliers and manufacturers,  some  of
which  are larger and have greater financial resources, broader
name recognition and lower costs than the Company.

     The    Company's   manufacturing   operations    encounter
competition  from both domestically manufactured  products  and
products  manufactured outside the United States.   Except  for
the  SILICORE  polymer  pipe  products,  certain  of  its  CATV
components  and  its  fiber  optic  connector  technology,  the
Company's products are generally not protected by viture of any
proprietary rights such as patents.

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

     The    Company's   custom   cable   assemblies   encounter
competition from independent manufacturers of cable assemblies,
connector manufacturers, and offshore manufacturers, several of
which are much larger and have greater financial resources than
the  Company.   Competition within the  industry  is  based  on
quality,   production  capacity,  breadth  of   product   line,
engineering   support   capability,   price,   local    support
capability, systems support and financial strength.

     The  electronic  connector industry is highly  fragmented,
with   more   than  1,500  connector  manufacturers   competing
worldwide.    The  Company  generally  competes  with   several
different  suppliers  in  the various categories  in  which  it

<PAGE>

operates,  including  certain large  national  suppliers.   The
Company  competes  in  this market on  the  basis  of  quality,
reliability,  reputation, customer service, delivery  time  and
price.

Raw Materials; Suppliers

     The  Company purchases a wide variety of raw materials for
manufacturing  its  products.  These  raw  materials   include:
plastic  resins,  such  as HPDE, used  in  manufacturing  cable
conduit and in molding connector bodies and inserts, brass used
in manufacturing RF connectors, copper alloys used for contacts
and  precious  metals,  such as gold  and  palladium,  used  in
plating.   All  raw  materials are generally readily  available
throughout the world and most are purchased on the spot  market
from a variety of suppliers.  The Company is not dependent upon
any   one  source  for  any  of  the  raw  materials  used   in
manufacturing its products unless following a specific customer
request.  The prices at which the Company purchases most of its
raw  materials  are based upon market prices  at  the  time  of
purchase.    The  Company  does  not  enter  into   contractual
agreements with respect to most of the raw materials  it  uses.
However,  the  Company  does have a  contract  with  its  brass
supplier that allows the Company to return to the supplier,  as
scrap,  up to 50% of the brass it purchases.  As a result,  the
Company only pays for the brass it actually uses.  Many of  the
raw  materials  used  by  the Company  have  historically  been
subject  to price fluctuations.  In most cases, the Company  is
able to pass on to its customers significant price fluctuations
in the market prices of the raw materials used in its products,
although  product  price  increases typically  lag  behind  the
actual increase in raw material prices.

     The  Company's  SILICORE technology includes  a  patented,
solid co-extruded polymer lubricant lining that uses a silicone-
based  lubricant which is marketed and sold under the  SILICORE
trademark.   The  Company produces all  of  the  silicone-based
lubricant  used  in  the  manufacture  of  its  cable   conduit
products.

     The   Company   purchases   the   electronic   connectors,
components  and  materials that it does not manufacture  itself
from  a  large number of suppliers.  The Company believes  that
the electronic connectors and components and other materials it
requires   could  be  purchased  from  several   domestic   and
international  sources.  Thus, the Company should  be  able  to
obtain  replacement sources of supply in the event of the  loss
of any current supplier.  Although customers often require that
materials  produced  by  a  particular  supplier  be  used   in
manufacturing their customized products, in the  event  of  the
loss  of any such supplier, the Company believes that customers
would  be  likely  to  qualify  alternative  suppliers  or,  if
necessary,  redesign  their products to  accommodate  materials
from replacement suppliers.  However, no assurance can be given
that  the  loss  of a key supplier would not  have  a  material
adverse effect on the Company.

Intellectual Property

     The  Company relies on a combination of patent, copyright,
trademark  and trade secret laws and contractual agreements  to
protect  its proprietary technology and know how.  The  Company
owns and uses trademarks and brandnames to identify itself as a
source  of  certain goods and services, including the DURA-LINE
and  SILICORE trademarks, both of which are registered  in  the
United States and various foreign countries, and the VIEWSONICS
brandname,  in  which the Company has common law  rights.   The
Company's  SILICORE  technology includes a patented  solid  co-
extruded  polymer  lubricant lining that uses a  silicone-based
lubricant  which  is  marketed  and  sold  under  the  SILICORE
trademark.  There can be no assurance that the Company will  be

<PAGE>

granted additional patents or that the Company's patents either
will be upheld as valid if ever challenged or will prevent  the
development  of  competitive  products.   The  Company's   U.S.
patents  expire between 2004 and 2010 and the U.S. patent  with
respect to the SILICORE lubricant lining expires in 2007.   The
Company has not sought wide spread foreign patents for most  of
its   technologies,  including  technologies  which  have  been
patented  in the United States, such as the SILICORE  lubricant
lining,  which  may adversely affect the Company's  ability  to
protect  its  technologies and products in  foreign  countries.
The  Company protects its confidential, proprietary information
as trade secrets.

     Except for the SILICORE polymer pipe products, certain  of
the  Company's  CATV components and its fiber  optic  connector
technology, the Company=s products are generally not  protected
by virtue of any proprietary rights such as patents.  There can
be  no assurance that the steps taken by the Company to protect
its   proprietary   rights   will  be   adequate   to   prevent
misappropriation  of its technology and know-how  or  that  the
Company=s   competitors   will   not   independently    develop
technologies that are substantially equivalent to  or  superior
to  the  Company's technology.  In addition, the laws  of  some
foreign  countries  do  not protect the  Company's  proprietary
rights  to the same extent as do the laws of the United States.
In the Company's opinion, the loss of any intellectual property
asset, other than the DURA-LINE or SILICORE trademarks, or  the
patent  or  manufacturing trade secrets covering the solid  co-
extruded  polymer lubricant lining used in connection with  the
SILICORE  technology, would not have a material adverse  effect
on the conduct of the Company's business.

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

Environmental

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

     The  Company  generally conducts a Phase  I  environmental
survey  on  each acquisition candidate prior to purchasing  the
company  to assess the potential for the presence of  hazardous
or  toxic  substances that may lead to cleanup  liability  with

<PAGE>

respect  to  such properties.  The Company does  not  currently
anticipate  any  material  adverse effect  on  its  results  of
operations,  financial condition or competitive position  as  a
result of compliance with federal, state, provincial, local  or
foreign environmental laws or regulations.  However, some  risk
of  environmental liability and other costs is inherent in  the
nature of the Company's business, and there can be no assurance
that material environmental costs will not arise.  Moreover, it
is  possible that future developments such as the obligation to
investigate  or clean up hazardous or toxic substances  at  the
Company's  property for which indemnification is not available,
could  lead  to material costs of environmental compliance  and
cleanup by the Company.
                               

                      ITEM 2. PROPERTIES
                               
Properties

     The  Company=s headquarters is located in an approximately
31,700 square foot office space in Deerfield, Illinois that  is
provided  by  Jordan  Industries  pursuant  to  the  Transition
Agreement (See Note 11 to the Consolidated Financial Statements
and Item 13. ACertain Relationships and Related Transactions@).

     The  principal  properties of the Company,  the  location,
user/subsidiary, primary use, square feet and ownership  status
thereof  as  of December 31, 1998, are set forth in  the  table
below:

United States/        User/                       Square   Owned/
Locations            Subsidiary   Primary Use     Feet     Leased
                           
Anaheim, CA           Bond        Manufacturing/   22,000    Sub-
                                  Administration             Leased
                                 
Huntington Beach,     Bond        Manufacturing/  102,000    Leased
CA                                Administration
                                 
Newark, CA            Bond/K&S    Manufacturing/   30,000    Leased
                      Sheet Metal Administration
                                 
San Carlos, CA        LoDan       Manufacturing    22,500    Leased
                                  Administration
                                 
San Carlos, CA        LoDan       Manufacturing     9,000    Leased
                                 
San Carlos, CA        LoDan       Manufacturing    13,500    Leased
                                 
Shasta Lake City,     TSI         Manufacturing     6,000    Leased
CA                                Distribution
                                 
Boca Raton, FL        Viewsonics  Administration/  18,300    Leased
                                  Distribution 
                                  Research and
                                  Development
                                 
Riverview, FL         TSI         Administration   75,000    Leased
                                  Manufacturing/
                                  Distribution
                                 
Sunrise, FL           AIM         Manufacturing/   36,000    Leased
                                  Administration/
                                  Distribution
                                 
                                 
<PAGE>
                                   
                                                                
Tampa, FL             TSI         Manufacturing/   20,000   Leased
                                  Distribution
                                 
Middlesboro, KY       Dura-Line   Manufacturing/   80,000    Owned
                                  Administration
                                 
Belle Chasse, LA      Engineered  Distribution    195,000    Leased
                      Endeavors                               
                                  
Waseca, MN            Johnson     Manufacturing    70,000    Sub-
                                  Administration             leased
                                 
Sparks, NV            Dura-Line   Manufacturing    35,000    Owned
                                 
Mentor, OH (1)        Engineered  Manufacturing/   48,000    Leased
                      Endeavors   Administration         
                                 
Pryor, OK             Dura-Line   Manufacturing    34,000    Owned
                                  Administration
                                 
Knoxville, TN         Dura-Line   Administration   10,000    Leased
                                 
Austin, TX            Bond        Manufacturing/   13,000    Leased
                                  Administration
                                 
Grand Prairie, TX     TSI         Manufacturi      15,000    Leased
                                  Distribution
                                 
Liberty Lake, WA      Northern    Manufacturing/   27,000    Leased
(2)                               Administration
                                 
International                                                       
Locations                                                       

Shanghai, China       Dura-Line   Manufacturing   52,000    Leased
                                  Administration
                                 
Shanghai, China       Dura-Line   Sales            1,000    Leased
                                  Office/                      
                                  Administration                          
                                 
Shanghai, China       Viewsonics  Manufacturing   38,000    Leased
                                  Administration
                                 
Zlin, Czech           Dura-Line   Manufacturing/  40,000    Owned
Republic                          Administration                 
                                 
Paris, France         Vitelec     Sales            1,000    Leased
                                  Office                       
                                 
Goa, India            Dura-Line   Manufacturing/  48,000    Owned
                                  Administration
                                 
New Delhi, India      Dura-Line   Administration/  2,000    Leased
                                  Sales Office
                                 
Tel Aviv, Israel      Dura-Line   Manufacturing/  10,000    Leased
(3)                               Administration
                                 
Beranang, Malaysia    Dura-Line   Manufacturing/  64,000    Leased
                                  Administration
                                 
Mexico City,          Dura-Line   Sales            1,000    Leased
Mexico                            Office/                      
                                  Administration
                                 
Queretaro, Mexico     Dura-Line   Manufacturing/ 146,000    Leased
                                  Administration
                                 
<PAGE>

Ciudad Real, Spain    Dura-Line   Manufacturing    3,000    Leased
                                 
Bordon Hants,         Vitelec     Distribution/   14,000    Owned
United Kingdom                    Administration/                 
                                  Assembly
                                 
Grimsby, United       Dura-Line   Manufacturing/  28,000    Owned
Kingdom                           Administration                 
                                 
(1)  EEI  rents its current facility from Timeless Enterprises,
     Inc.,  a  corporation  owned by  the  former  owners.  The
     Company  believes that the terms are comparable  to  those
     which  would  have been obtained by the Company  had  this
     lease been entered into with an unaffiliated third party.
     
(2)  Northern's  Liberty  Lake, Washington facility  is  leased
     from  a  general  partnership  consisting  of  the  former
     owners.    The  Company  believes  that  the   terms   are
     comparable to those which would have been obtained by  the
     Company   had  this  lease  been  entered  into  with   an
     unaffiliated third party.
     
(3)  This facility is leased by the joint venture in which  the
     Company participates.
     
     The  Company  also  has  sales  representatives  in  field
offices  in  Florida,  Illinois,  Ohio,  Oregon,  Virginia  and
internationally   in   Brazil,  Bulgaria,  Germany,   Malaysia,
Romania, Russia and Slovakia.

     The  Company believes that its existing leased  facilities
are  adequate  for  the  operations  of  the  Company  and  its
subsidiaries.   The Company does not believe  that  any  single
leased  facility  is material to its operations  and  that,  if
necessary, it could readily obtain a replacement facility.

                  ITEM 3.  LEGAL PROCEEDINGS
                               
Litigation

     The Company is not a party to any pending legal proceeding
the   resolution  of  which,  the  management  of  the  Company
believes, would have a material adverse effect on the Company's
financial condition or results of operations, nor to any  other
pending   legal   proceedings  other  than  ordinary,   routine
litigation incidental to its business.



              ITEM 4.  SUBMISSION OF MATTERS TO A
                   VOTE OF SECURITY HOLDERS
                               
     No  matters  were submitted to a vote of security  holders
during the fiscal year ended December 31, 1998.

     
<PAGE>
     
     
     
                            PART II
                               
      ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY
                AND RELATED STOCKHOLDER MATTERS
                               
                               
     There  is  no  established public trading market  for  the
Company's  Common Stock. At December 31, 1998,  there  were  22
holders of record of the Company's Common Stock.

     The Company has not declared or paid any cash dividends on
its  capital  stock  since its formation. The  Company  is  not
required  to  pay cash dividends on its Senior Preferred  Stock
until  November 1, 2002. The Company intends to  retain  future
earnings,  if  any,  for  use  in its  business  and  does  not
anticipate paying any cash dividends in the foreseeable  future
on  the  Senior  Preferred Stock or on the  Common  Stock.   In
addition,  the  terms  of  the  Indenture=s  and  Bank   Credit
Agreement  limit the amount of cash dividends the  Company  may
pay  with  respect  to the Senior Preferred Stock,  the  Common
Stock and other equity securities.


<PAGE>

     
     
               ITEM 6.  SELECTED FINANCIAL DATA
                               
     The    following   table   presents   selected   financial
information  (dollars in thousands) derived from the  Company=s
Consolidated Financial Statements.

                                For the Year Ended December 31,
                            1998      1997      1996      1995      1994
Operations Data: (1)                                                     
Net sales               $310,028   $257,010    $132,999    $96,969   $64,690
Depreciation               6,771      5,451       4,071      2,621     1,807
Amortization               8,114      5,487       2,571      2,484     3,293
Stock appreciation                                                       
rights expense                 -     15,871       3,411      1,097     1,239
Management fees and other  4,706      4,874       3,307      1,869     1,641
Operating income          30,791     13,258      13,323     14,886     8,388

Other income (expense):                                                  
Interest expense         (39,521)   (25,749)    (11,826)    (6,555)   (5,778)
Interest income              521        486         152        156         4
Other income expense         (57)        (5)        (31)        --        --

Income (loss) before                                                     
income taxes, minority                                              
interest and      
extraordinary item      (14,725)    (12,000)      1,618     8,487      2,614
Provision (benefit) for                                                  
income taxes              4,287      (1,676)      3,647     4,062      1,172

Income (loss) before                                                     
minority  interest and                                              
extraordinary   item    (19,012)    (10,324)     (2,029)    4,425      1,442

Minority interest          (401)       (543)       (548)     (419)       (57)

Income (loss) before                                                     
extraordinary item      (19,413)    (10,867)     (2,577)    4,006      1,385

Extraordinary item           -         (479)        --        --        --

Net income (loss)      $(19,413)   $(11,346)    $(2,577)   $4,006     $1,385

Balance Sheet Data (at                                                   
period end): (1)
Cash and cash          $  8,040    $  8,988     $ 6,385    $ 2,798    $  862
equivalents                      

Total assets            331,298     334,514     179,646     62,748    49,445
Long-term debt (less                                                     
current portion)        376,142     358,830     147,186     52,009    46,368
Preferred stock          30,100      43,490       1,875      1,875     2,695
Shareholders' equity                                                     
(net capital            
deficiency)           $(135,265) $(130,059)   $11,379)   $(11,216)  $(15,163)
                                                                         


Notes to the selected financial data are as follows:

(1) The Company has acquired a diverse group of operating
   companies over the five-year period, which significantly
   affects the comparability of the information shown above.
   (See Note 1 to the Consolidated Financial Statements).

<PAGE>


       ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               
                               
                     RESULTS OF OPERATIONS
                               
                               
     The  Company has different performance and growth  drivers
for each of its three business segments.

     The  Company's  Infrastructure Products  segment  is  tied
closely  to  the infrastructure build-outs of the countries  in
which   it   has   market  positions  including  phone/internet
infrastructures,  wireless networks and  CATV  infrastructures.
These  build-outs are dependent on the overall  health  of  the
local economy and continued use of telecommunications services.

     The  growth and performance of the Company's Custom  Cable
Assemblies  segment  is  dependent  on  the  demand   for   its
customer's products and the continued use of datacommunications
networks.   The Company feels it has aligned itself  with  fast
growing, telecommunications and datacommunications leaders.

     The  Electronic  Connectors  and  Components  segment   is
focused  largely on the RF portion of the connector market  and
is  dependent on the continued trend to electronic use  of  all
types of products.

     Management   believes  that  it  has   positioned   itself
favorably in its markets and reasonably anticipates its  growth
rates  to  equal or exceed those of the respective  markets  in
which  it  operates for at least the next 12 months.   However,
there  can  be  no assurances that such a growth rate  will  be
sustained in the future.

       A substantial portion of the Company's growth during the
past  three years is the result of the acquisitions during this
period.    The  Company  acquired  Johnson  in  January   1996,
Diversified in June 1996, Viewsonics in August 1996, Vitelec in
August 1996, Bond in September 1996, Northern in December 1996,
LoDan  in May 1997, EEI in September 1997, TSI in October 1997,
K&S  Sheet  Metal in January 1998 and Opto-Tech in  July  1998.
Each  of  these acquisitions has been accounted for  under  the
purchase  method of accounting and is included in the Company=s
consolidated  financial statements from their respective  dates
of  acquisition.   As  a  result  of  these  acquisitions,  the
Company's consolidated results for 1998, 1997 and 1996 are  not
directly comparable.

     These  acquisitions have had a significant impact  on  the
Company=s   results  of  operations  and  financial   position.
Results  of  operations  have been  affected  by  increases  in
amortization    of   intangibles   (including   non-competition
agreements, which are typically amortized over a period of five
years,  and goodwill), inventory costs, depreciation (resulting
from  purchase accounting adjustments),  interest expense,  and
deferred financing and prepayment fees.

<PAGE>



The following table is a summary of net sales, operating income
and  net  loss for the years ended December 31, 1998, 1997  and
1996, respectively:

                                           Year  Ended December 31,
                                           1998      1997      1996
Net sales                                                    
Infrastructure Products                 $149,462    $139,789   $75,179
Electronic Connectors and Components      43,011      45,041    40,275
Custom Cable Assemblies                  117,555      72,180    17,545
Total net sales                         $310,028    $257,010  $132,999
                                                             
Operating Income                                             
Infrastructure Products                 $ 19,323    $ 18,914  $  7,650
Electronic Connectors and Components       8,472      10,040    10,484
Custom Cable Assemblies                   14,470         824     5,279
Unallocated amounts:                                         
    Stock appreciation rights expense         -      (15,871)   (3,411)
    Loss on foreign currency transactions (3,020)         -         -
    Management fees                       (3,087)     (2,964)   (2,224)
    Corporate Expenses                    (5,367)     (2,140)       -
         Total Operating Income          $30,791    $ 13,258  $ 13,323
                                                             
Net loss                                ($19,413    ($11,346)  ($2,577)
                                                          
Consolidated Results of Operations

     Net  sales  in 1998 increased $53.0 million,  or  21%,  to
$310.0  million from $257.0 million in 1997.  The  increase  in
sales  was  due  to  the  acquisitions  of  Telephone  Services
Holdings,  Inc. (TSI), LoDan West, Inc. (LoDan) and  Engineered
Endeavors, Inc. (EEI), which were not owned for the  full  year
1997  and  the  acquisitions of K&S Sheet Metal  and  Opto-Tech
during   1998.  Combined,  these  acquisitions  accounted   for
approximately 123% of the increase in net sales. The offsetting
decrease came from the sale of Diversified during the year  and
a slow down of business at Bond Technologies.

     Net  sales  in 1997 increased $124.0 million, or  93%,  to
$257.0  million from $133.0 million in 1996.  The  increase  in
sales  was  due  to  the  acquisitions of  Johnson  Components,
Diversified,  Viewsonics, Vitelec, Bond Technologies,  Northern
Technologies, Inc. (Northern), LoDan, EEI and TSI,  which  were
not owned for the full year 1996.  Combined, these acquisitions
accounted for  approximately 80% of the increase in net  sales.
The  balance  of  the sales increase was attributed  to  higher
sales  of cable conduit, particularly international sales,  due
to  the addition of new manufacturing facilities in Mexico  and
China.

     Operating income in 1998 increased $17.5 million, or 132%,
to $30.8 million to 1997.  The increase was primarily due to  a
$15.9   million  Stock  Appreciation  Rights  ("SAR")   expense
incurred   in  April  1997,  which  relates  to  the  Company's
acquisition of Dura-Line in 1985.  Excluding the effects of SAR
expenses  in 1997, operating income in 1998 rose $1.7  million,
or  5.7%,  to $30.8 million from $29.1 million.  This  increase
(excluding  the SAR expense) was due to the above acquisitions,
which  added  $12.4  million  of operating  income.   Partially
offsetting  this  was  an  increase in corporate  expenses  and
overhead for the full year of 1998 as opposed to only 5  months
in 1997, business slow down at Bond Technologies and Engineered
Endeavors,  and  a foreign currency transaction  loss  of  $3.0
million during 1998.

<PAGE>

     Operating income in 1997 was flat compared to 1996 due  to
the  above  mentioned  $15.9 million Stock Appreciation  rights
expense.   Excluding  the  effects  of  SAR  expense  in  1997,
operating income in 1997 would have increased $12.4 million  to
$29.1  million  from $16.7 million in 1996.  This  increase  in
operating  income (excluding the SAR expense) was  due  to  the
acquisitions  described  above, which added  $14.6  million  in
operating income. Partially offsetting this was an increase  in
management  fees  due to the new acquisitions,  and  separately
recording corporate expenses in 1997.

     Operating  margins increased to 10% in  1998  from  5%  in
1997.  Excluding the SAR expenses, operating margins would have
been down 1.3% from 11.3% in 1997.  This decrease is attributed
to  the 1998 full year impact of the above mentioned management
fees,  and  the  business  slowdown at  Bond  Technologies  and
Engineered Endeavors. Combined, these accounted for 3.9% of the
decrease.  The offsetting increase in operating margins is  due
to  the  full year impact of the TSI and LoDan acquisitions  in
1997.

     Operating margins in 1997 decreased to 5% in 1997 from 10%
in  1996.  Excluding the SAR expenses, operating margins  would
have  declined  to  11.3% in 1997 from  12.6%  in  1996.   This
decline  is  attributed to the increase in the above  mentioned
management  fees  as  well as the underabsorption  of  overhead
relating  to  new  China  and Mexico facilities,  international
market development costs and lower operating margins at AIM.

     Interest expense in 1998 increased $13.8 million to  $39.5
million from $25.7 million in 1997 due to borrowings to finance
acquisitions and amortization  of deferred financing  fees  and
debt discount resulting from the July 1997 debt offering.

Infrastructure Products

     Net  sales  in  1998  increased  $9.7  million  to  $149.5
million, or 6.9%, to from $139.8 million in 1997.  The increase
was  primarily due to the acquisition of EEI that was not owned
for  the  full year of 1997.  This accounted for  100%  of  the
increase.   Lower  sales at Dura-Line=s US and  Czech  Republic
operations were offset by increases of the full year impact  at
Dura-Line=s  China location and new Spain facility.   Increases
were also recorded at Northern and Viewsonics.

     Net  sales  in 1997 increased $64.6 million,  or  86%,  to
$139.8 million from $75.2 million in 1996.  The acquisitions of
Viewsonics, Northern and EEI accounted for approximately 61% of
the increase.  The balance is accounted for by higher net sales
of cable conduit, particularly international sales, due to Dura-
Line's manufacturing facilities in China and Mexico.

     Operating income in 1998 increased $0.4 million, or  2.1%,
to  $19.3 million from $18.9 million in 1997.  The increase  is
due  to  stronger sales and margins at Viewsonics and the  full
year  impact of Dura-Line China partially offset by a  business
slowdown at EEI.

     Operating income in 1997 increased $11.2 million, or 145%,
to $18.9 million from $7.7 million in 1996. The acquisitions of
Northern  and Viewsonics, which were not owned a full  year  in
1996,  and  EEI, which was acquired in September 1997,  account
for the majority of the increase.


<PAGE>

Electronic Connectors and Components

     Net sales in 1998 decreased $2.0 million, or 4.5% to $43.0
million  from  $45.0  million  in  1997.   Sales  declines   at
Cambridge and Johnson accounted for the decrease.

     Net sales in 1997 increased $4.7 million, or 12%, to $45.0
million  from  $40.3  million in 1996.   The  majority  of  the
increase  is due to the acquisition of Vitelec, which  was  not
owned  for  the  full year in 1996 and higher  net  sales  from
Johnson,  which was acquired in January 1996.  These  increases
were  partly  offset by lower sales from AIM.   Combined  these
acquisitions  accounted for approximately 123% of the  increase
in net sales.

     Operating income in 1998 decreased $1.6 million, or  15.6%
to  $8.5  million  from  $10.0 million in  1997.   Lower  sales
accounted for $0.8 million of the decrease and expenses related
to  the  reorganization  of  Cambridge  and  AIM  into  Johnson
Components accounted for the remainder.

     Operating income in 1997 decreased $0.5 million, or 5%, to
$10.0 million from $10.5 million in 1996. This decease was  due
to  additional  operating  income  of  $0.9  million  from  the
acquisitions  of Johnson and Vitelec, which were  not  owned  a
full year in 1996, offset by $1.4 million decrease in operating
income  from  AIM.   Lower  domestic sales  and  lower  profits
negatively impacted AIM=s operating margins in 1997.

Custom Cable Assemblies

     Net  sales  in 1998 increased $45.4 million,  or  63%,  to
$117.6  million  from $72.2 million in 1997.  The  increase  in
sales  was due to the acquisitions of TSI and LoDan which  were
not owned for the full year 1997 and the acquisitions of K &  S
Sheet   Metal   and  Opto-Tech  during  1998.  Combined   these
acquisitions  accounted for approximately 148% of the  increase
in  net  sales.  These increases were partially offset  by  the
sale   of   Diversified  in  1998  and  lower  sales  at   Bond
Technologies.

     Net sales in 1997 increased $54.7 million to $72.2 million
from  $17.5  million  in  1996  due  to  the  acquisitions   of
Diversified and Bond, which were not owned for the full year in
1996, and LoDan, EEI and TSI, which were acquired in 1997.

     Operating income in 1998 increased $9.2 million, or  174%,
to $14.5 million from $5.3 million in 1997.  The primary reason
for  the increase is due to the above acquisitions which  added
$12.8  million  of  operating  income.   These  increases  were
partially  offset by the sale of Diversified in 1998 and  lower
sales at Bond.

     Operating  income in 1997 increased $4.5 million  to  $5.3
million from $.8 million in 1996.  The acquisition of Bond  and
Diversified,  which were not owned a full  year  in  1996,  and
LoDan, EEI and TSI, which were acquired in 1997 account for the
increase.

Liquidity and Capital Resources

     In  general,  the Company requires liquidity  for  working
capital,  capital expenditures, interest, taxes, debt repayment
and  its  acquisition strategy. Of primary importance  are  the
Company's working capital requirements, which increase whenever

<PAGE>


the   Company   experiences  strong   incremental   demand   or
geographical  expansion.  The Company expects  to  satisfy  its
liquidity requirements through a combination of funds generated
from  operating  activities and the funds available  under  its
revolving line-of-credit agreement.

     Operating  activities.   Net cash  provided  by  operating
activities  for  the  year ended December 31,  1998  was  $15.8
million,  compared to $1.3 million used in operating activities
during the same period in 1997.  The increase was primarily the
result  of  improved working capital specifically in receivable
collection, inventory control, and payables.

     Investing  activities.   Capital  expenditures  were  $9.8
million  for the year ended December 31, 1998 compared to  $9.9
for  the  year ended December 1997. The expenditures  primarily
relate to the new plant in Pryor, OK and a new production  line
and office in the Czech Republic for Dura-Line.

     Net cash used in investing activities primarily relates to
acquisitions and related costs partially offset by the proceeds
from the sale of a subsidiary.

     Financing   activities.     The  Company's   annual   cash
interest  expense on the Senior Notes, which are due  2007,  is
approximately $18.8 million.  Interest on the Senior  Notes  is
payable semi-annually on February 1 and August 1 of each  year.
Cash  interest on the Discount Notes, which are  due  2007,  is
payable semi-annually beginning February 1, 2001.  Dividends on
the  Company's  Senior  Preferred Stock accrue  quarterly  each
February 1, May 1, August 1, and November 1.  Dividends may  be
paid, at the Company's option, in cash or additional shares  of
Senior  Preferred  Stock until August 1,  2002.  The  Company's
credit  agreement currently prohibits the Company  from  paying
cash dividends on the Senior Preferred Stock.

     The Company is party to a Credit Agreement under which the
Company is able to borrow up to approximately $110.0 million to
fund  acquisitions and provide working capital  and  for  other
general corporate purposes.  The Credit Agreement provides  for
a  revolving line of credit of $110.0 million through July 2002
and  the  agreement  is  secured by a first  priority  security
interest   in  substantially  all  of  the  Company's   assets,
including  a  pledge  of  all of the  stock  of  the  Company's
subsidiaries.   Payments of principal and interest  on  amounts
borrowed  under  the  Credit Agreement are  guaranteed  by  the
Company's subsidiaries.  As of March 30, 1999, the Company  has
approximately  $15  million  of  available  funds  under   this
Agreement.

     The Company expects its principal sources of liquidity  to
be from its operating activities and funding from the revolving
line-of-credit  agreement.  The Company  further  expects  that
these  sources  will  enable  it to  meet  its  long-term  cash
requirements   for   working  capital,  capital   expenditures,
interest, taxes, debt repayment, and future acquisitions for at
least the next 12 months.

Year 2000

     Introduction.   The  Year  2000 issue  is  the  result  of
computer  programs being written using two digits  rather  than
four  to  define  the applicable year.  Any  of  the  Company's
computer programs or hardware that have date-sensitive software
or  embedded chips may recognize a date using A00" as the  year
1900  rather than the year 2000.  This could result in a system
failure  or  miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process
transactions,  send  invoices,  or  engage  in  similar  normal
business activities.

<PAGE>

     State  of  Readiness.   Based on recent  assessments,  the
Company  determined  that  it will be  required  to  modify  or
replace  portions of its software and certain hardware so  that
those  systems will properly utilize dates beyond December  31,
1999.   The  Company presently believes that with modifications
or  replacements of existing software and certain hardware, the
Year   2000   issue  can  be  mitigated.   However,   if   such
modifications  and  replacements  are  not  made,  or  are  not
completed  timely, the Year 2000 issue could  have  a  material
impact on the operations of the Company.

     The Company's plan to resolve the Year 2000 issue involves
the following four phases: assessment, remediation, testing and
implementation.  The Company is in the process of assessing all
systems  that could be significantly affected by the Year  2000
issue.   Preliminary results of this assessment indicated  that
some   of  the  Company=s  significant  information  technology
systems  could  be affected, particularly the  general  ledger,
billing,  and  inventory  systems.  The preliminary  assessment
also indicated that software and hardware (embedded chips) used
in   production  and  manufacturing  systems  (hereafter   also
referred  to as operating equipment) may also be at  risk.   In
addition,  based on a review of its product lines, the  Company
has  determined that most of the products it has sold and  will
continue  to  sell do not require remediation to be  Year  2000
issue  compliant.   Accordingly, the Company does  not  believe
that  the  Year 2000 issue presents a material exposure  as  it
relates to the Company's products.  In addition, the Company is
in  the  process of gathering information about the  Year  2000
compliance status of its significant suppliers and continues to
monitor their compliance.

     For  its  information technology exposures,  to  date  the
Company  has completed a majority of the remediation phase  and
expects  to complete software reprogramming and replacement  no
later  than  June  30, 1999.  Once software is reprogrammed  or
replaced   for  a  system,  the  Company  begins  testing   and
implementation.  The testing and implementation phases for  all
significant  systems are expected to be completed by  September
30,  1999.  The four phases of the Company's Year 2000  program
in  relation to operating equipment is on-going and expected to
be completed by December 31, 1999.

     Risks.   Management  of the Company  believes  it  has  an
effective program in place to resolve the Year 2000 issue in  a
timely  manner.   As  noted  above, the  Company  has  not  yet
completed  all necessary phases of the Year 2000  program.   In
the  event  that  the Company does not complete any  additional
phases, the Company could be materially adversely affected.  In
addition,  disruptions in the economy generally resulting  from
the  Year 2000 issue could also materially adversely affect the
Company.   The  amount of potential liability and lost  revenue
cannot be reasonably estimated at this time.

     Contingency  Plans.  The Company's contingency  plans,  in
the  event  it  does not complete all phases of the  Year  2000
program, are incomplete at this time.

Foreign Currency Impact

     The  Company enters into foreign currency forward exchange
contracts to hedge transactions and firm commitments  that  are
denominated  in  foreign  currencies  (principally  the   Czech
Koruna) and not to engage in currency speculation.  The Company
primarily  utilizes forward exchange contracts with a  duration
of  one  year or less. Gains or losses on hedges of transaction
exposures  are  included  in income  in  the  period  in  which
exchange  rates  change.  Gains and losses on  contracts  which
hedge   specific  foreign  currency  denominated   commitments,
primarily royalty payments from the Company's Czech operations,

<PAGE>

are  deferred  and recognized in the basis of the  transactions
underlying the commitments.

     Forward  exchange contracts generally require the  Company
to exchange U.S. dollars for foreign currencies at maturity, at
rates that are agreed to at inception of the contracts.  If the
counterparties  to  the exchange contracts  (primarily  highly-
rated  financial institutions) do not fulfill their obligations
to  deliver the contracted currencies, the Company could be  at
risk for any currency related fluctuation.

     The Company has no notional amount of foreign currency
forward exchange contracts outstanding at December 31, 1998 or
December 31, 1997.

Seasonality and Inflation

     The  results  of  the  Company's  infrastructure  products
business segment are adversely affected by winter in certain of
the  geographic markets in which it operates.  The  effects  of
seasonality  have been mitigated by the substantial  growth  in
net   sales   from  period  to  period  due  to  the  Company's
acquisitions.

     The  impact  of inflation on the Company's operations  has
not  been  significant  to  date.  However,  there  can  be  no
assurance that a high rate of inflation in the future would not
have an adverse effect on the Company's operating results.

                               
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                       ABOUT MARKET RISK
     
     
      The  Company  does not engage in hedging or other  market
structure  derivative  trading activities.   Additionally,  the
Company's  debt obligations are primarily fixed-rate in  nature
and,  as such, are not sensitive to changes in interest  rates.
At  December 31, 1998, the Company has $73 million in  variable
rate  debt  outstanding.  A one percentage  point  increase  in
interest  rates  would increase the amount of  annual  interest
paid  by  approximately $0.7 million.   The  Company  does  not
believe  that its market risk financial instruments on December
31,  1998 would have a material effect on future operations  or
cash flows.
     
     
<PAGE>
     
     
                 ITEM 8.  FINANCIAL STATEMENTS
                               

                                                       PAGE NO.


     Reports of Independent Auditors                     24


     Consolidated Balance Sheets as of
     December 31, 1998 and 1997                          27


     Consolidated Statements of Operations
     for the years ended December 31, 1998, 1997 and
     1996                                                28


     Consolidated Statements of Changes in
     Shareholders= Equity (Net Capital Deficiency) for
     the years ended December 31, 1998, 1997 and 1996    29


     Consolidated Statements of Cash Flows for
     the years ended December 31, 1998, 1997 and 1996    30


     Notes to Consolidated Financial Statements          31

                               
                               
                               
<PAGE>                               
                               
                               
                Report of Independent Auditors
                               



The Board of Directors and Shareholders
Jordan Telecommunication Products, Inc.


We have audited the accompanying consolidated balance sheets of
Jordan Telecommunication Products, Inc. as of December 31, 1998
and   1997,   and   the  related  consolidated  statements   of
operations, shareholders' equity (net capital deficiency),  and
cash  flows  for  each of the three years in the  period  ended
December  31,  1998.   Our audits also included  the  financial
statement  schedule listed in the index at Item  14(a).   These
financial statements and schedule are the responsibility of the
Company's  management.  Our responsibility  is  to  express  an
opinion on these financial statements and schedule based on our
audits.   We did not audit the financial statements of  certain
subsidiaries whose statements reflect total assets constituting
7%  and 15% as of December 31, 1998 and 1997, respectively, and
net  sales  constituting 9%, 21% and 13% for  the  years  ended
December 31, 1998, 1997 and 1996, respectively, of the  related
consolidated  totals.  Those statements were audited  by  other
auditors  whose  reports have been furnished  to  us,  and  our
opinion,  insofar  as  it relates to data  included  for  these
subsidiaries,  is  based solely on the  reports  of  the  other
auditors.

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

In  our  opinion, based on our audits and the reports of  other
auditors,  the  financial statements referred to above  present
fairly,  in  all material respects, the consolidated  financial
position of Jordan Telecommunication Products, Inc. at December
31,  1998  and  1997,  and  the  consolidated  results  of  its
operations  and its cash flows for each of the three  years  in
the   period  ended  December  31,  1998,  in  conformity  with
generally  accepted  accounting  principles.   Also,   in   our
opinion,   the  related  financial  statement  schedule,   when
considered in relation to the basic financial statements  taken
as  a  whole,  presents  fairly in all  material  respects  the
information set forth therein.



                                   Ernst & Young LLP


Chicago, Illinois
March 4, 1999, except
for Note 20 as to which the date
is March 31, 1999
                               
                               
<PAGE>
                               
                               
                 Independent Auditors' Report




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


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

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

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


                              Moss Adams LLP



Spokane, Washington
January 22, 1999


<PAGE>


                       Independent Auditors' Report



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


We have audited the balance sheets of Diversified Wire & Cable,
Inc.  as  of  December  31,  1997  and  1996  and  the  related
statements  of operations, changes in stockholders' equity  and
cash  flows  for the year ended December 31, 1997 and  for  the
period  June  25,  1996  (Commencement of  Operations)  through
December  31,  1996,  respectively  (not  separately  presented
herein).  These financial statements are the responsibility  of
the Company's management.  Our responsibility is to express  an
opinion on these financial statements based on our audits.

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

In  our  opinion  the financial statements  referred  to  above
present   fairly,  in  all  material  respects,  the  financial
position of Diversified Wire & Cable, Inc. as of December  31,1
997 and 1996, and the results of its operations, the changes in
stockholders'  equity and its cash flows  for  the  year  ended
December  31,  1997 and for the period June  25,  1996  through
December  31, 1996, respectively, in conformity with  generally
accepted accounting principles.





                              Mellen, Smith & Pivoz, P.C.



Bingham Farms, Michigan
January 22, 1998



<PAGE>

            JORDAN TELECOMMUNICATION PRODUCTS, INC.
                               
                  CONSOLIDATED BALANCE SHEETS
                 (DOLLAR AMOUNTS IN THOUSANDS)

                                                December 31,
                                              1998       1997
                                                      
ASSETS                                                
Current Assets:                                       
  Cash and cash equivalents                   $8,040    $ 8,988
  Accounts receivable, net of allowance                      
  of $1,238 in 1998 and $867 in 1997          44,622     48,733
  Inventories                                 38,859     41,815
  Prepaid expenses and other current assets    3,428      2,956
          Total Current Assets                94,949    102,492
                                                              
  Property, plant, and equipment, net         41,132     35,332
  Goodwill, net                              169,337    166,098
Deferred financing costs, net                  8,782      9,781
 Deferred income taxes                         4,707      6,000
  Other assets, net                           12,391     14,811
                                                             
Total Assets                                $331,298   $334,514
                                                             
LIABILITIES AND SHAREHOLDERS' EQUITY                         
(NET CAPITAL DEFICIENCY)
Current Liabilities:                                         
  Accounts payable                          $ 19,269   $ 18,803
  Accrued interest payable                     8,546      8,236
  Accrued expenses and other current          20,214     22,290 
   liabilities
  Due to affiliated company                    1,412      2,531
  Short-term notes payable                       737        641
  Current portion of long-term debt            2,856      1,197
          Total Current Liabilities           53,034     53,698
                                                             
  Line of credit                              73,000     68,000
  Other long-term debt                       303,142    290,830
  Other non-current liabilities                3,287      5,179
  Minority interest                            4,000      3,376
13.25% Senior Preferred Stock at                              
 liquidation value; 29,493.9551 shares                      
 and 25,889.3836 shares issued and            
 outstanding at December 31, 1998 and
 1997, respectively                           30,100     26,413
Junior Preferred Stock at liquidation                         
 value; 2,000 shares issued and                             
 outstanding at December 31, 1998 and            
 1997, respectively                                0     17,077
Shareholders' Equity (Net Capital                          
Deficiency):
     Common Stock ($0.01 par value);                         
       1,000,000 shares authorized; 983,917 and                     
       994,639 shares issued            
       and outstanding at December 31, 
       1998 and 1997, respectively                10         10
     Additional paid-in capital                1,982      1,982
     Treasury Stock                              (22)        -0-
     Notes receivable from shareholders         (855)      (877)
     Accumulated other comprehensive income      329       (488)
     Retained earnings (Accumulated 
      deficit)                              (136,709)  (130,686)
          Total Shareholders' Equity                         
          (Net Capital Deficiency)          (135,265)  (130,059)
                                                             
  Total Liabilities and Shareholders'                      
    Equity (Net Capital Deficiency)         $331,298   $334,514
     (Net Capital Deficiency)                   
                                                      


See accompanying notes to consolidated financial statements.

<PAGE>
                               
                               
            JORDAN TELECOMMUNICATION PRODUCTS, INC.
                               
             CONSOLIDATED STATEMENTS OF OPERATIONS
                 (DOLLAR AMOUNTS IN THOUSANDS)


                                       Year Ended December 31,
                                       1998       1997      1996
                                                         
Net sales                            $310,028   $257,010   $132,999
Cost of sales, excluding             
 depreciation                         194,415    163,926     82,870
Selling, general, and                                        
 administrative expenses               62,211     48,143     23,446
Depreciation                            6,771      5,451      4,071
Amortization of goodwill and                                 
 other intangibles                      8,114      5,487      2,571
Stock appreciation rights expense         -0-     15,871      3,411
Loss on foreign currency                
 transactions                           3,020        -0-        -0-
Management fees and other               4,706      4,874      3,307
     Operating income                  30,791     13,258     13,323
Other (income) and expense:                                   
Interest expense                       39,521     25,749     11,826
Interest income                          (521)      (486)      (152)
Loss on sale of subsidiary              6,459        -0-        -0-
Other                                      57         (5)        31
     Total other expenses              45,516     25,258     11,705
                                                             
Income (loss) before income                                  
 taxes, minority interest and          
 extraordinary item                   (14,725)   (12,000)      1,618       
Provision (benefit) for income                               
 taxes                                  4,287     (1,676)      3,647
Loss before minority interest and                            
 extraordinary item                   (19,012)   (10,324)     (2,029)
Minority interest                         401        543         548
                                                             
Loss before extraordinary item        (19,413)   (10,867)     (2,577)
Extraordinary item                        -0-       (479)        -0-
                                                              
     Net loss                        $(19,413)  $(11,346)    $(2,577)
                                                         




See accompanying notes to consolidated financial statements.

<PAGE>



              JORDAN TELECOMMUNICATION PRODUCTS, INC.
  Consolidated Statements of Changes in Shareholders' Equity (Net
                        Capital Deficiency)
           Years ended December 31, 1998, 1997, and 1996
                   (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
                                                     Notes    Accumulated   Retained
                                  Additional       Receivable   Other        Earnings
                                   Paid-in Treasury   From    Comprehensive (Accumulated>                    
                    Shares  Amount Capital  Stock  Shareholders  Income        Deficit)   Total
<S>               <C>      <C>     <C>    <C>      <C>         <C>         <C>         <C>
Equity of
 Telecommunications
 Companies at December
   31, 1995            -    $  -   $  -    $  -      $  -        $  (193)   $(11,023)  $(11,216)
Net loss               -       -      -       -         -              -      (2,577)    (2,577)
Other comprehensive
 income, net of tax:
 Foreign currency
 translation 
 adjustments           -       -      -       -         -            414           -         414
Comprehensive income   -       -      -       -         -              -           -      (2,163)
Issuance of subsidiary
 common stock in
 connection with its
 acquisition by Jordan -       -      -       -         -              -       2,000       2,000
Balance at December 31,
 1996                  -       -      -       -         -            221     (11,600)    (11,379)
Net loss               -       -      -       -         -              -     (11,346)    (11,346)
Other comprehensive
 income, net of tax:
  Foreign currency
  translation 
  adjustments          -       -      -       -         -           (709)          -        (709)
Comprehensive income   -       -      -       -         -              -           -     (12,055)
Initial capitalization of
 the Company on
 July 21, 1997     959,639    10   1,910      -       (877)            -           -       1,043
Issuance of common
 stock in connection
 with the sale of Senior
 Preferred Stock Units
 on July 25, 1997   25,000     -      52      -         -              -           -          52
Costs incurred in connection
 with the sale of the
 Senior Preferred Stock
 Units                 -       -       -      -         -              -       (6,208)    (6,208)
Issuance of common stock
 on July 25, 1997   10,000     -      20      -         -              -            -        20
Acquisition of the
 Telecommunications
 Companies from Jordan
 on July 25, 1997      -       -      -       -         -              -      (102,990)  (102,990)
Dividends accrued on
 Junior Preferred 
 Stock                -        -      -       -         -              -         2,923      2,923
Dividends declared on
 Senior Preferred 
 Stock                -        -      -       -         -              -        (1,465)    (1,465)
Balance at December 31,
 1997              994,639    10     1,982    -       (877)          (488)    (130,686)  (130,059)

Net loss              -        -       -      -         -              -             -          -
Other comprehensive income,
net of tax:
  Foreign currency translation
  Adjustments         -        -       -      -         -             817            -        817
Comprehensive income  -        -       -      -         -              -             -    (18,596)  
Repurchase common stock
 for Treasury      (10,722)    -       -     (22)        22            -             -          -
Dividends accrued on
 Junior Preferred 
 Stock                -        -       -       -         -             -         17,077    17,077
Dividends declared on Senior
 Preferred Stock      -        -       -       -         -             -         (3,687)   (3,687)
Balance at December 31,
 1998              983,917  $  -   $1,982  $(22)     $ (855)        $ 329     $(136,709) $(135,265)

</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>

              JORDAN TELECOMMUNICATION PRODUCTS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (DOLLAR AMOUNTS IN THOUSANDS)
     
                                          Year Ended December 31,
                                          1998        1997       1996
Cash flows from operating
activities:
Net loss                               $(19,413)    $(11,346)   $(2,577)
Adjustments to reconcile net loss                              
 to net cash provided by (used in)
 operating activities:
  Depreciation and amortization           14,885      10,938      6,642
  Deferred income taxes                     (579)     (5,952)    (1,188)
  Minority interest                          624       1,346        548
  Amortization of deferred financing       
   fees                                      999         422        -0-
  Loss on sale of subsidiary               6,459         -0-        -0-
  Non-cash interest on Senior Notes                            
   and Senior Subordinated Notes          10,860      12,630        -0-
Changes in operating assets and                                
 liabilities (net of effects from acquisitions):
  Accounts receivable                      1,572     (10,337)     1,103
  Inventories                              (294)      (4,717)        54
  Prepaid expenses and other               (443)        (634)      (943)
    current assets
  Non-current assets                        573         (774)       287
  Accounts payable, accrued                                    
   interest payable, and                 
   Accrued expenses and other             1,156       (1,153)    (4,607)
  Non-current liabilities                   481        1,652      3,285
  Due to affiliated company              (1,119)       6,594      3,668
  Other                                     -0-          -0-         41   
  Net cash provided by (used in)       
   operating activities                  15,761       (1,331)     6,313
                                                               
Cash flows from investing                                      
activities:
  Capital expenditures, net              (9,848)      (9,864)    (6,523)
  Purchase of Telecommunications                               
   Companies from affiliated company        -0-     (284,027)       -0-
  Acquisitions of subsidiaries          (22,562)    (110,153)       -0-
  Net proceeds from sale of            
   subsidiary                            15,000          -0-        -0-
  Cash acquired in acquisitions of     
   subsidiaries                           1,322        1,650      1,244
  Additional purchase price                                    
   payments, SARA payments and other     (8,537)         -0-        -0-
  Acquisition of Dura-Line common                            
   stock and other                          -0-         (205)       -0-
  Net cash used in investing           
   activities                           (24,625)    (402,599)    (5,279)
                                                               
Cash flows from financing                                      
activities:
  Proceeds from debt issuance               -0-       273,546       -0-
  Proceeds from issuance of                 -0-        45,000       -0-
    Preferred Stock
  Proceeds from issuance of Common          -0-         1,063       -0-
    Stock
  Payment of financing costs                -0-       (16,093)      -0-
  Net borrowings from line of             5,000        68,000       -0-
    credit
  Borrowings under other long-term                             
    debt and capital                      4,016         8,515       857
    Lease agreements
  Repayment of other long-term debt      (3,254)       (2,713)   (1,698)
    & capital leases    
  Net borrowings from affiliated            -0-         2,834    28,745
    company                                     
  Other                                     402           300       250
  Net cash provided by financing          6,164       406,363     2,243
    activities
Effect of exchange rate changes on                             
  cash                                    1,752           170       310
Net (decrease) increase in cash and        (948)        2,603     3,587
  cash equivalents
Cash and cash equivalents at                              
  beginning of period                     8,988         6,385     2,798
Cash and cash equivalents at end of   
  period                               $  8,040     $   8,988   $ 1,198
                                                               
Cash paid during the period for:                               
  Interest on third party borrowings   $ 26,465     $   1,847   $ 1,198 
  Interest on Notes Payable to          
    Affiliated Company                 $    -0-     $ 10,241    $11,063
  Income taxes                         $  5,938     $  2,963    $ 2,103
                                      
Non-cash investing activities:                                 
  Capital leases                       $  2,470     $    246    $   686
Jordan acquisitions                    $   -0-      $   -0-     $92,334
                                                               
                                                               
 See accompanying notes to consolidated financial statements.

<PAGE>

            JORDAN TELECOMMUNICATION PRODUCTS, INC.
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLAR AMOUNTS IN THOUSANDS)
                               
                               
Formation  of  the  Company,  and  Acquisitions  and  Sales  of
     Subsidiaries

     Jordan  Telecommunication Products, Inc.  (the  "Company")
was formed on July 21, 1997 by its management, the stockholders
of  Jordan  Industries, Inc. ("Jordan"), and certain  of  their
affiliates  in order to combine a group of companies  that  are
focused on the manufacture and distribution of products for use
in   the  rapidly  growing  telecommunications  industry.    In
connection with its initial capitalization, the Company  issued
and  sold 2,000 shares of Junior Preferred Stock to Jordan  for
$20,000  and  959,639 shares of Common Stock to  the  Company's
management and certain stockholders of Jordan for approximately
$1,920 (Note 9).
     
     Concurrent  with  the consummation of a  debt  and  equity
offering  on  July  25, 1997 (Notes 8 and 9),  JTP  Industries,
Inc.,  a  wholly-owned subsidiary of the Company, acquired  the
Telecommunications  Companies  (comprised  of  Aim  Electronics
Corporation (AIM), Bond Holdings, Inc. and Subsidiaries (Bond),
Cambridge Products Corporation (Cambridge), Diversified Wire  &
Cable, Inc. (Diversified), Dura-Line Corporation & Subsidiaries
(Dura-Line),   Johnson  Components,  Inc.   (Johnson),   Jordan
Telecommunications  Products  Group,  Inc.   and   Subsidiaries
(JTPG),   LoDan  West,  Inc.  (LoDan),  Northern   Technologies
Holdings, Inc. and Subsidiary (Northern), and Viewsonics,  Inc.
and   Subsidiary  (Viewsonics))  from  Jordan   for   aggregate
consideration  of $284,027, plus the assumption of  $10,000  of
Telecommunications Companies' obligations at the  date  of  the
acquisition.   The acquisition was financed with a  portion  of
the net proceeds from the offering.
     
     The Company and the Telecommunications Companies are under
the  common  control  of  Jordan.  The  consolidated  financial
statements  give retroactive effect to the acquisition  of  the
Telecommunications  Companies, which was  accounted  for  in  a
manner    similar    to   the   pooling-of-interests    method.
Accordingly, the net assets acquired from Jordan were  recorded
at  Jordan's  book value and the results of operations  of  the
Company  include  the historical results of operations  of  the
Telecommunications  Companies from their  respective  dates  of
acquisition  by  Jordan.   As a result of the acquisition,  the
Company  recorded  a  $102,990 charge to retained  earnings  in
1997.  This amount represents the $284,027 of cash payments  to
Jordan,   less   $181,037   in   Telecommunication   Companies'
liabilities owed to Jordan.
     
     On  January 20, 1998, the Company through a newly  created
subsidiary   K&S  Sheet  Metal  Holdings  (K&S   Holdings),   a
subsidiary of 80% owned Bond Technologies, purchased the  stock
of  K&S  Sheet Metal (K&S).  K&S is a manufacturer of precision
metal    enclosures    for   electronic   original    equipment
manufacturers.   The purchase price of $15,930 including  costs
incurred   directly  related  to  the  transaction,  has   been
allocated  to  working capital of $2,666, property,  plant  and
equipment of $1,002, non-compete agreements of $1,545 and other
assets  of $91 resulting in an excess purchase price  over  net
identifiable  assets of $10,626.  The acquisition was  financed
with  $14,430 of borrowings from the Company's revolving credit
agreement  and  $1,500  of  a subordinated  seller  note.   The
sellers  of  K&S are also entitled to additional  payments  for
their  stock,  contingent  upon future  operating  results,  as
described in the purchase agreement (Note 12).
     

<PAGE>

          On  July  9,  1998,  the Company sold  its  stock  of
Diversified Wire and Cable for $15.0 million which resulted  in
a  loss  of approximately $6.5 million.  The proceeds from  the
sale  were used to pay $1,500 in subordinated seller  notes  to
the original owners of Diversified, and $13,500 to pay down the
Company=s revolving credit facility.

     On  July  14,  1998, the Company, through  its  70%  owned
subsidiary,   TSI,  purchased  the  net  assets  of   Opto-Tech
Industries, Inc. ("Opto-Tech").  Opto-Tech assembles and  sells
radio  frequency interference products, attenuators and message
waiting   indicators  to  Regional  Bell  Operating  Companies,
independent    phone    operators    and    distributors     of
telecommunications  products.  The  purchase  price  of  $6,632
including  costs incurred directly related to the  transaction,
has  been allocated to working capital of $261, property  plant
and equipment of $42, non-current assets of $100, resulting  in
an  excess  purchase  price  over net  identifiable  assets  of
$6,229.  The acquisition was financed with $5,382 of borrowings
from  the  Company's revolving credit agreement and  $1,250  of
subordinated seller notes.
     
     On  May  30,  1997, Jordan purchased the assets  of  LoDan
West,  Inc. (LoDan).  The purchase price of $17,000,  including
costs  incurred  directly  related  to  the  transaction,   was
allocated  to  working capital of $5,066, property,  plant  and
equipment of $783, noncompetition agreement of $250, noncurrent
assets  of  $41, and resulted in an excess purchase price  over
net  identifiable  assets of $10,860.  LoDan  was  one  of  the
Telecommunications Companies that was subsequently acquired  by
the Company on July 25, 1997.
     
     On  September 2, 1997, the Company purchased the assets of
Engineered  Endeavors,  Inc.  (EEI).   The  purchase  price  of
$41,500,  including  costs incurred  directly  related  to  the
transaction, has been allocated to working capital  of  $2,068,
property,   plant,   and  equipment  of  $799,   noncompetition
agreement of $2,500, noncurrent assets of $14, and resulted  in
an  excess  purchase  price  over net  identifiable  assets  of
$36,199.  The acquisition was financed with $21,500 of cash and
$20,000 of borrowings from the Company's line of credit.

     On October 31, 1997, the Company, through its newly formed
70%  owned subsidiary Telephone Services Holdings, Inc.  (TSI),
purchased  the stock of Telephone Services, Inc.  The  purchase
price of $53,303, including costs incurred directly related  to
the  transaction,  has  been allocated to  working  capital  of
$3,864,  property,  plant and equipment of $1,528,  non-compete
agreement  of $2,000, and noncurrent assets of $107,  resulting
in  an excess purchase price over net identifiable assets of  $
45,804.    The  acquisition  was  financed  with   $48,000   of
borrowings  from the Company=s revolving credit  agreement  and
$5,000  of  subordinated seller notes and the assumption  of  a
$303  deferred purchase agreement.  Certain sellers of TSI were
also   entitled  to  additional  payments  for   their   stock,
contingent  upon  future operating results as  defined  in  the
purchase agreement (Note 12).

     On  January  23, 1996 Jordan purchased the net  assets  of
Johnson.  The  purchase  price  of  $16,121,  including   costs
incurred directly related to the transaction, was allocated  to
working  capital  of $1,616, property, plant and  equipment  of
$4,660, and noncompete agreements of $1,050, and resulted in an
excess  purchase price over net identifiable assets of  $8,795.
The acquisition was financed with cash.
     
     On   June   25,  1996,  Jordan  purchased  the  stock   of
Diversified.   The purchase price of $17,044,  including  costs
incurred directly related to the transaction, was allocated  to
working capital of $534, property, plant and equipment of $607,
noncompete  agreements of $500, other assets  of  $27,  capital

<PAGE>

leases  of $194, and resulted in an excess purchase price  over
net  identifiable  assets  of  $15,570.   The  acquisition  was
financed  with  cash  and  $1,500  subordinated  seller   note.
Immediately   after  Diversified  was  purchased   by   Jordan,
Diversified sold 1,250 shares of its common stock to the former
owners and current members of Diversified management for $250.
     
     On  August  1,  1996, Jordan purchased the net  assets  of
Viewsonics.  The  purchase  price of $15,000,  including  costs
incurred directly related to the transaction, was allocated  to
working  capital  of $6,378, property, plant and  equipment  of
$446,  and  resulted  in  an excess  purchase  price  over  net
identifiable  assets  of $8,176. The acquisition  was  financed
with cash.  The former owner of Viewsonics was also entitled to
additional  payments  for the net assets  acquired  by  Jordan,
contingent  upon operating results as defined in  the  purchase
agreement (Note 12).
     
     On  August 5, 1996, Jordan purchased the stock of  Vitelec
through  its  wholly owned subsidiaries, JTPG and  JTPGE.   The
purchase  price  of $14,040, including costs incurred  directly
related to the transaction, was allocated to working capital of
$962, property, plant and equipment of $1,054, and resulted  in
an  excess  purchase  price  over net  identifiable  assets  of
$12,024.  The acquisition was financed with cash.
     
     On  September 20, 1996, Jordan purchased Bond Technologies
Group.  The purchase price of $8,629, including costs  incurred
directly  related to the transaction, was allocated to  working
capital  of  $2,099,  property, plant and  equipment  of  $902,
noncompete  agreements  of  $800, other  assets  of  $54,  debt
assumed  of $53, and resulted in an excess purchase price  over
net identifiable assets of $4,827. The acquisition was financed
with cash.
     
     On  December 31, 1996, Jordan purchased 100% of the  stock
of  Northern  Technologies,  Inc.,  through  its  wholly  owned
subsidiary, Northern.  The purchase price of $21,500, including
costs  incurred  directly  related  to  the  transaction,   was
allocated  to  working capital of $5,082, property,  plant  and
equipment  of  $887, noncompete agreements of  $500,  long-term
assets of $234, long-term liabilities of $188, and resulted  in
an  excess  purchase  price  over net  identifiable  assets  of
$14,985. The acquisition was financed with cash.
     
     Unaudited annual pro forma information with respect to the
Company  as  if  the  1998  acquisitions  and  divestiture  had
occurred on January 1, 1998 and 1997, respectively, and  as  if
the  1997  acquisitions had occurred on  January  1,  1997  and
January 1, 1996, respectively, are as follows:
     
                                      (Unaudited)
                               Year Ended December 31,
                                 1998        1997       1996
Net Sales                      $296,075    $302,425    $246,266
Income  (loss) before income                             
  taxes and  minority interest  (14,407)     (7,764)      8,922
Net income (loss)               (19,124)     (5,100)      5,551
                                                               
     The accompanying consolidated financial statements include
the  accounts of Aim, Bond, Cambridge, Diversified,  Dura-Line,
EEI,  Johnson, JTPG, LoDan, Northern, TSI, Viewsonics, K&S  and
Opto-Tech.  The Company has a 100% ownership interest  in  each
of its direct and indirect subsidiaries, except for Diversified
(87.5%   owned),   TSI  and  Opto-Tech  (70%  owned),   certain
subsidiaries  of  Bond and K&S (51% - 80% owned),  and  certain
subsidiaries of Dura-Line (33.33-100% owned).

<PAGE>
                                                               
     See  Note  17 on segment information for a description  of
the Company's business segments.
     
2.   Significant Accounting Policies

Principles of Consolidation

     The  Company  consolidates all majority-owned subsidiaries
and  limited  partnerships where the  Company  is  the  general
partner with a controlling interest.  Investments in 20% to 50%
owned  affiliates  are accounted for using the  equity  method.
All  significant  intercompany balances and  transactions  have
been eliminated in consolidation.

Use of Estimates

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in  the  financial statements and accompanying  notes.   Actual
results could differ from those estimates.

Cash and Cash Equivalents

     All  highly  liquid  debt instruments  purchased  with  an
initial maturity of three months or less are considered  to  be
cash equivalents.

Inventories

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

Property, Plant, and Equipment

Depreciation and amortization of property, plant, and equipment
is  calculated using estimated useful lives, or over the  lives
of  the  underlying  leases, if less,  using  straight-line  or
accelerated  methods.  The useful lives of plant and  equipment
for the purpose of computing book depreciation are as follows:

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

Goodwill

Goodwill   is  being  amortized  on  the  straight-line   basis
principally  over  40 years.  At December 31,  1998  and  1997,
goodwill  is  net of accumulated amortization  of  $10,187  and
$5,465, respectively.

Foreign Currency Translation

     In  accordance  with  Statement  of  Financial  Accounting
Standards  No. 52, "Foreign Currency Translation,"  assets  and
liabilities of the Company"s foreign operations are  translated
from  foreign  currencies into U.S. dollars at  year-end  rates
while  income  and  expenses are translated  at  the  weighted-
average exchange rates for the year.  Gains or losses resulting
from  the translations of foreign currency financial statements
are  deferred  and  classified  as  a  separate  component   of

<PAGE>

shareholders'  equity.   Gains or  losses  resulting  from  the
remeasurement  of  financial  statements  of  foreign  entities
located in highly inflationary economies have been included  in
the  determination of net income or loss in the current period.
The  Company recognized a $1,493 charge in 1998 related to  the
remeasurement  of  the  financial  statements  of   Dura-Line's
Mexican operations as of December 31, 1998.

Foreign Exchange Instruments

      The Company enters into foreign currency forward exchange
contracts to hedge transactions and firm commitments  that  are
denominated  in  foreign  currencies  (principally  the   Czech
Koruna) and not to engage in currency speculation.  The Company
primarily  utilizes forward exchange contracts with a  duration
of  one year or less.  Gains or losses on hedges of transaction
exposures  are  included  in income  in  the  period  in  which
exchange  rates  change. Gains and losses  on  contracts  which
hedge   specific  foreign  currency  denominated   commitments,
primarily royalty payments from the Company's Czech operations,
are  deferred  and recognized in the basis of the  transactions
underlying the commitments.

      Forward exchange contracts generally require the  Company
to exchange U.S. dollars for foreign currencies at maturity, at
rates that are agreed to at inception of the contracts.  If the
counterparites  to  the exchange contracts  (primarily  highly-
rated  financial institutions) do not fulfill their obligations
to  deliver the contracted currencies, the Company could be  at
risk for any currency related fluctuation.

      The  Company  has no notional amount of foreign  currency
forward exchange contracts outstanding at December 31, 1998  or
December 31, 1997.

Income Taxes

     Deferred  tax assets and liabilities are determined  based
on the difference between the financial statement and tax basis
of assets and liabilities using enacted tax rates in effect for
the  year in which the differences are expected to reverse.   A
valuation allowance is provided when it is more likely than not
that  some  portion  of the deferred tax  assets  arising  from
temporary  differences and net operating  losses  will  not  be
realized.
     
     The   Company  has  not  provided  for  income  taxes   on
undistributed  earnings of foreign subsidiaries to  the  extent
that  undistributed earnings are considered to  be  permanently
reinvested.

Revenue Recognition

     Revenues  are  recognized  when products  are  shipped  to
customers.

Risk and Uncertainties

     The   Company  operates  in  twelve  countries.   In  each
country, the business is subject to varying degrees of risk and
uncertainty.   The Company insures its business and  assets  in
each country against insurable risks in a manner that is deemed
appropriate in the circumstances.  Because of the diversity  in
its operations, the Company believes that the risk of loss from
noninsurable  events in their businesses  in  any  one  country
would not have a material adverse effect on its operations as a
whole.

     AIM, Viewsonics, LoDan and Bond are economically dependent
on  a limited number of suppliers, some of which are located in

<PAGE>

Asia.   If  these  suppliers become unable  to  meet  materials
requirements,  sales  could  be adversely  affected.   However,
management  believes  that  sufficient  inventory  levels   are
maintained,  and  alternative  sources  of  supply   would   be
available,  to  prevent  a materially  adverse  impact  on  the
Company's results of operations.

     Dura-Line's domestic employees represent approximately 48%
of  Dura-Line's total worldwide employment as of  December  31,
1998.  Approximately 34% of Dura-Line's domestic employees,  or
approximately 16% of Dura-Line's total employees,  are  subject
to a collective bargaining agreement which expires in 2000.

     Plastic  resins  are Dura-Line's principal raw  materials.
The  price  of  plastic resins is subject to  worldwide  market
forces  of  supply  and demand.  Prices can  be  volatile,  and
fluctuations can influence Dura-Line's financial results.

Long-Lived assets

     Statement  of  Financial  Accounting  Standards  No.  121,
Accounting  for the Impairment of Long-Lived Assets  and  Long-
Lived  Assets to be Disposed Of, requires, among other  things,
that  companies  consider whether indicators of  impairment  of
long-lived  assets  held  for use are  present,  that  if  such
indicators are present the company determines whether  the  sum
of the estimated undiscounted future cash flows attributable to
such assets is less than their carrying amounts, and if so, the
Company  recognizes an impairment loss based on the  excess  of
the carrying amount of the assets over their fair value.
     
     Accordingly,  the Company evaluated the ongoing  value  of
their property and equipment and other long-lived assets as  of
December   31,  1998.   From  this  evaluation,   the   Company
determined that there were no indicators of impairment, and  as
such, no impairment loss has been recognized for the year ended
December 31, 1998.

Adoption of Statement 131

     Effective  January  1,  1997,  the  Company  adopted   the
Financial  Accounting Standards Board=s Statement of  Financial
Accounting Standards No. 131, Disclosures about Segments of  an
Enterprise  and  Related Information. Statement 131  superseded
FASB  Statement No. 14, Financial Reporting for Segments  of  a
Business  Enterprise. Statement 131 established  standards  for
the  way  that  public business enterprises report  information
about  operating  segments in annual financial  statements  and
requires  that  those  enterprises report selected  information
about   operating   segments  in  interim  financial   reports.
Statement   131   also   established  standards   for   related
disclosures about products and services, geographic areas,  and
major  customers. The adoption of Statement 131 did not  affect
results of operations or financial position, but did affect the
disclosure of segment information. See Note 17.

Adoption of Statement 130

     Effective  January  1,  1998,  the  Company  adopted   the
Financial  Accounting Standards Board's Statement of  Financial
Accounting  Standards No. 130, Reporting Comprehensive  Income.
Statement  130  establishes new rules  for  the  reporting  and
display  of  comprehensive income and its components;  however,
the  adoption of this Statement had no impact on the  Company=s
net  income  or shareholder's equity.  Statement  130  requires
foreign  currency  translation  adjustments,  which  prior   to
adoption  were reported separately in shareholder's equity,  to
be   included  in  other  comprehensive  income.   Prior   year
financial statements have been reclassified to conform  to  the
requirements of Statement 130.

<PAGE>




3.   Inventories

     Inventories consist of:
          
                                          December 31
                                         1998       1997
      Raw Materials                     $20,405   $16,215
      Work in process                     2,386     2,769
      Finished goods                     16,068    22,831
                                        $38,859   $41,815
                                                               
Other Assets

     Customer   lists,  noncompete  agreements,  trade   names,
patents,  trademarks, and supplier relations are  amortized  on
the  straight-line  basis  over their estimated  useful  lives,
ranging  from five to twenty years.  At December 31,  1998  and
1997, these items are shown net of accumulated amortization  of
$28,031 and $24,638, respectively.
     
   Other assets consist of:
                                          December 31
                                        1998        1997
  Customer lists                      $  1,078    $  1,278
  Noncompete agreements                  6,376       8,736
  Trade    names,   patents    and       1,374      1,828
  trademarks
  Supplier relations                       947      1,038
  Other                                  2,616       1,931
                                       $12,391     $14,811
                                                               
5.   Property, Plant, and Equipment

     Property, plant, and equipment, at cost, consists of:
                                          December 31
                                        1998        1997
  Land                                $   1,269   $ 1,223
  Machinery and equipment                45,319    40,825
  Buildings and improvements             12,695    10,073
  Furniture and fixtures                  8,409     3,871
                                         67,692    55,992
  Accumulated depreciation and                           
  amortization                          (26,560)  (20,660)
                                       $ 41,132  $ 35,332



<PAGE>


6.   Accrued Expenses and Other Current Liabilities

     Accrued expenses and other current liabilities consist of:
                                             December 31
                                             1998     1997
                                                          
  Accrued vacation                         $  735   $   621
  Accrued TSI purchase price holdback           0     2,000
  Accrued income taxes                      1,268       508
  Accrued commissions                         806       768
  Accrued payroll and payroll taxes         1,710     1,591
  Accrued stock appreciation rights         1,101     4,356
   Accrued Additional Purchase Price                      
  Payments and Bonus                        6,699     1,388
  Dura-Line Preferred Stock Redemption          0     1,875
  Advanced deposits                         3,739     3,717
  Accrued other expenses                                  
                                            4,156     5,466
                                          $20,214   $22,290
                                                               

7.   Line of Credit

     On  July  25,  1997, the Company entered into a  revolving
credit  agreement with certain parties thereto, and BankBoston,
N.A., as agent, under which the Company is able to borrow up to
approximately  $110,000  in  the form  of  a  revolving  credit
facility over a term of five years.  Interest on borrowings  is
at  BankBoston's base rate plus an applicable margin or, at the
Company's  option,  the  rate at which BankBoston's  eurodollar
lending  office  is  offered dollar deposits (Eurodollar  Rate)
plus  an  applicable margin (7.84% and 8.06%  at  December  31,
1998,  respectively).  The credit agreement  is  secured  by  a
first  priority security interest in substantially all  of  the
Company's assets, including a pledge of all of the stock of the
Company's subsidiaries.  The Company has $73,000 of outstanding
borrowings  and  a $2,356 standby letter of credit  under  this
credit agreement at December 31, 1998.  The Company has $34,644
of  additional borrowings available under the revolving  credit
agreement at December 31, 1998.  Unused commitments are subject
to an availability fee equal to 0.5% per annum.

8.   Other Long Term Debt

     Other Long-term debt consists of:

                                         December 31
                                        1998      1997
                                                 
     Senior Notes (A)                 $188,724  $188,576
     Senior Subordinated Notes (A)     100,077    89,365
     Other notes payable (B)            12,327    10,682
     Capital lease obligations (C)       4,870     3,404
                                      $305,998  $292,027                      
     
     Current portion                    (2,856)   (1,197)
                                      $303,142  $290,830

<PAGE>

(A)  On  July  25,  1997, the Company issued and sold  $190,000
     principal amount of 9.875% Senior Notes due August 1, 2007
     ("Senior Notes") and $120,000 principal amount at maturity
     ($85,034 initial accreted value) of 11.75% Senior Discount
     Notes due August 1, 2007 ("Senior Discount Notes").    The
     Senior  Notes bear interest at a rate of 9.875% per annum,
     payable semi-annually in cash in arrears on February 1 and
     August  1  of each year.  The Senior Discount  Notes  will
     accrete at a rate of 11.75%, compounded semi-annually,  to
     par  by  August 1, 2000.  Commencing August 1,  2000,  the
     Senior  Discount Notes bear interest at a rate  of  11.75%
     per  annum,  payable semi-annually in cash in  arrears  on
     February  1  and  August  1 of each  year,  commencing  on
     February 1, 2001.
     
     The  Senior  Notes  are redeemable for  104.9375%  of  the
     principal  amount from August 1, 2002 to  July  31,  2003,
     102.4688% from August 1, 2003 to July 31, 2004,  and  100%
     on  or  after August 1, 2004, plus any accrued and  unpaid
     interest to the date of redemption.
     
     The Senior Discount Notes are redeemable for 105.8750%  of
     the  accreted value from August 1, 2002 to July 31,  2003,
     102.9375% from August 1, 2003 to July 31, 2004,  and  100%
     on  or  after August 1, 2004, plus any accrued and  unpaid
     interest  from August 1, 2000 to the redemption  date,  if
     such redemption occurs after August 1, 2000.
     
     The  indentures governing the Senior Notes and the  Senior
     Discount  Notes contain certain covenants which limit  the
     Company's  ability  to (i) incur additional  indebtedness;
     (ii) make restricted payments (including dividends); (iii)
     enter  into  certain  transactions with  affiliates;  (iv)
     create  certain liens; (v) sell certain assets;  and  (vi)
     merge,  consolidate  or  sell  substantially  all  of  the
     Company's assets.
     
     The  fair  value  of the Senior Notes and Senior  Discount
     Notes  was $190,000 and $92,400, respectively, at December
     31,  1998.  The fair values were calculated by multiplying
     the  face amount by the market prices of each security  at
     December 31, 1998.
     
     The Company incurred approximately $16,093 of costs during
     1997 related to the issuance and sale of the Senior Notes,
     Senior  Discount  Notes,  and the Senior  Preferred  Stock
     Units  (Note 9), $9,885 of which was allocated to deferred
     financing  fees  and  $6,208 of  which  was  allocated  to
     stockholders' equity.

(B)  Dura-Line  has  $3,077  of notes payable  due  in  monthly
     installments  through 2003 and bearing interest  at  rates
     ranging  from  6.0% to 17.0%.  The notes  are  secured  by
     equipment.

     Opto-Tech  has  $1,250 of unsecured note  payable  to  the
     sellers.   The notes bear interest at 8% per annum.   $250
     is  due each year commencing in 1999 through final payment
     in 2003.

     K&S  has $1,500 of unsecured notes payable to the sellers.
     The  notes bear interest at 8% per annum.  One half of the
     principal  is due in 2004 with the remaining one-half  due
     in 2005.
     
     LoDan has a $1,500 unsecured note payable to an officer of
     LoDan.  The note bears interest at 8% per annum and is due
     in 1999.

<PAGE>

     TSI  has $5,000 of unsecured notes payable to the sellers,
     one  of  which  is  an  officer of TSI.   The  notes  bear
     interest at 8% per annum and are due in 2003.

(C)  Interest rates on capital leases range from 7.0% to  10.0%
     and  mature  in  installments through  2003.   Leases  are
     secured by the underlying assets.

     Future  minimum  lease payments as of  December  31,  1998
     under capital leases consist of the following:
     
         1999                                      $ 1,586
         2000                                        2,037
         2001                                          794
         2002                                          678
         2003                                          598
                                                     5,693
         Amount representing                          (823)
         interest
         Present  value of future  minimum                     
         lease payments                           $ 4,870
                                                               
     The  present  value of the future minimum  lease  payments
     approximates  the  book  value  of  property,  plant,  and
     equipment under capital leases at December 31, 1998.

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

         1999                                    $   2,856
         2000                                        3,864
         2001                                        2,389
         2002                                        3,499
         2003                                        2,143
         Thereafter                                312,446
                                                  $327,197
                                                               
     Interest   expense  includes  amortization   of   deferred
financing costs of $999, $422 and $0, for 1998, 1997, and 1996,
respectively.

9.   Capital Stock

Common Stock

     In  connection with its initial capitalization on July 21,
1997,  the  Company issued and sold 959,639  shares  of  Common
Stock to its management and certain stockholders of Jordan  for
approximately $1,920.  On July 25, 1997, the Company issued and
sold  35,000  shares  of  Common Stock for  approximately  $72,
25,000 shares of which were issued and sold as part of the sale
of preferred stock units described below.

     During 1998, the Company repurchased 10,722 shares of  its
common stock at $2.00 per share from an executive who left  the
Company.

Senior Preferred Stock

     The  Company has authorized for issuance 1,000,000  shares
of  Preferred  Stock,  of  which  the  Senior  Preferred  Stock
described below constitute a series.

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

     Holders  of  the  Senior Preferred Stock are  entitled  to
receive  dividends  at  a  rate of  13.25%  per  annum  of  the
liquidation preference.  All dividends are cumulative,  whether
or  not earned or declared, and are payable on February 1,  May
1,  August 1, and November 1 of each year.  On or before August
1,  2002, the Company may, at its option, pay dividends in cash
or  in  additional shares of Senior Preferred Stock  having  an
aggregate  liquidation preference equal to the amount  of  such
dividends.  After August 1, 2002, dividends may be paid only in
cash.   On  November  1, 1997, the Company issued  889.3836  of
additional  shares  of Senior Preferred Stock,  as  payment  of
dividends through that date.  On February 1, 1998, May 1, 1998,
August  1,  1998,  and  November 1,  1998  the  Company  issued
864.6345,    864.3747,   922.3787,   and    953.1836    shares,
respectively, of Senior Preferred Stock as payment of dividends
through those respective dates.

     The  fair value of the Senior Preferred Stock was  $30,100
at  December  31,  1998.   The fair  value  was  calculated  by
multiplying  the  shares outstanding by the  market  price  per
share at December 31, 1998.

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

Junior Preferred Stock

     In  connection with its initial capitalization on July 21,
1997,  the  Company  issued and sold  2,000  shares  of  Junior
Preferred  Stock to Jordan for $20,000.  Jordan, as the  holder
of  the  Junior Preferred Stock, is entitled to  vote  on  each
matter  which the stockholders are entitled to vote,  including
the  election  of  directors, voting together with  the  Common
Stock as a single class.  The holders of Junior Preferred Stock
are entitled to 9,500 votes for each share held and, therefore,
hold  approximately  95% of the combined voting  power  of  the
Common Stock and Junior Preferred Stock at December 31, 1998.
     
     The Junior Preferred Stock has a liquidation value, in the
aggregate,  equal to the sum of (i) $20,000; plus  (ii)(A)  for
the period from the date of issuance to August 1, 2002, plus or
minus  95%  of the cumulative net income (loss) of the  Company
for such period and (B) for the period subsequent to August  1,
2002, the amount of any preferred dividends thereon not paid on
any dividend payment date, whether or not declared, which shall
be  added  to  the  liquidation value at such dividend  payment
date.  Commencing on the earlier of August 1, 2002 or the Early
Redemption  Date,  as defined, holders of the Junior  Preferred
Stock will be entitled to receive dividends at 10% per annum of
the liquidation value per share.  All dividends are cumulative,
whether or not earned or declared, and are payable quarterly in
arrears on March 31, June 30, September 30, and December 31  of
each  year  following  the  date dividends  commence  accruing.
Through December 31, 1997, $2,923 of dividends were accrued  on
the  Junior Preferred Stock, representing 95% of the  Company's
net loss from July 21, 1997 to December 31, 1997, which reduced
the liquidation value of the Junior Preferred Stock to $17,077.
An additional $17,077 was accrued on the Junior Preferred Stock
during  the  year  ended December 31, 1998, which  reduced  the
liquidation value of the Junior Preferred Stock to $0.
     
     The  Junior  Preferred Stock is mandatorily redeemable  on

<PAGE>

August  1,  2002.  Certain events, including the redemption  of
the Junior Preferred Stock, could result in a change in control
of  the  Company.  Management cannot determine  the  accounting
impact of a change in control resulting from the redemption  of
the Junior Preferred Stock until the form of the transaction(s)
resulting in the redemption are known.

10.  Income Taxes

     Income (loss) before income taxes and minority interest
consists of the following:
     
                                      Year Ended December 31,
                               1998          1997          1996

From U.S. operations         $(23,037)     $(13,809)     $1,513
From foreign operations         8,312         1,330        (516)
Total income (loss) before income
 taxes and minority interest $(14,725)     $(12,479)     $1,618


The  provision  (benefit)  for income  taxes  consists  of  the
following:
                                                 
                                     Year Ended December 31
                                      1998       1997      1996
         Current:                                                 
              Federal                $1,049    $   -0-    $2,374
              Foreign                 1,672      2,302     2,311
              State and local           258        167       150
                                      2,979      2,469     4,835
         Deferred                                               
              Federal                 1,840    (3,990)    (1,100)
              Foreign                   -0-         -0-       -0-
              State and local         (532)       (155)       (88)
                                      1,308     (4,145)    (1,188)
         Total provision benefit                                
         for income taxes           $4,287   $(1,676)   $3,647
                                                               
                                                              
                                           
<PAGE>                                           
                                          
                                          
                            the following:
                                                 December 31
                                                1998      1997
         Deferred tax liabilities:                        
           Tax over book depreciation and     $ 2,966    $2,345
         amortization
           Equity investment in Dura-Line         121        114
         (Israel) Ltd.
           Other                                  107         9
                                                3,194     2,468
         Deferred tax assets:                                  
           Accrued stock appreciation           1,915     3,772
             rights
           U.S. net operating loss             18,521     7,137
             carryforwards
           Foreign net operating loss           3,230     2,132          
             carryforwards                                  
           Inventory reserves                     400       393
           Uniform capitalization of              423       240
             inventory
           Book over tax depreciation and       5,427       5,564   
             amortization                                   
           Accrued vacation                       251       275
           Accrued warranties                     137       -0-
           Accrued employee benefits              103       206
           Foreign currency translation           594       594
            adjustment
           Deferred intercompany gain              87       -0-
           Investment in partnership              282       -0-
           Allowance for doubtful accounts        237       286
           Other                                  322       136
                                               31,929     20,735
         Valuation allowance for deferred     (24,028)    (12,267)
          tax assets                                         
         Net deferred tax assets              $ 4,707    $  6,000
                                                          
     The  increase in the valuation allowance during  1998
and 1997 was $11,761 and $8,364, respectively.
     
     The  Company is included in the consolidated  federal
income  tax  return  of  Jordan,  but  has  computed   its
provision for income taxes on a separate return  basis  in
accordance   with   Statement  of   Financial   Accounting
Standards No. 109.  A tax-sharing agreement exists between
the  Company  and Jordan under which the Company  receives
benefit for net operating losses against taxable income of
profitable  entities  included  in  the  consolidated  tax
group.   At  December 31, 1998, the Company has  U.S.  net
operating   loss   carryforwards  under  the   tax-sharing
agreement  of  $47,983.   The  U.S.  net  operating   loss
carryforwards expire in various years from 2005  to  2012.
Total  foreign net operating losses are $12,080,  $787  of
which expire in 2003, $536 of which expire in 2005, $1,905
of  which expire in 2006, $2,085 of which expire in  2007,
$2,879 of which expire in 2008, and $3,888 of which can be
carried forward indefinitely.
     
     The provision (benefit) for income taxes differs from
the  amount  of income tax provision computed by  applying
the United States federal income tax rate to income before
income  taxes and minority interest.  A reconciliation  of
the differences is as follows:

<PAGE>


                                   Year Ended December 31
                                    1998     1997     1996
                                                          
         Computed statutory tax   $(5,007)   $(4,240)   $  550
         provision (benefit)         
         
         Increase (decrease)                              
         resulting from:
          Nondeductible                                  
           depreciation and           
           Amortization               716        554       109
          Higher effective                               
           income taxes of            
           other countries            457        462       448
          State and local taxes     (992)        96      (534)
          Foreign subsidiary                             
           losses without a         
           Current-year tax benefit (1,361)    1,906     1,630 
          U.S. losses without                            
           a current-year           
           tax benefit               9,835       524       527
          Foreign tax holiday         (760)     (517)      -0-
          Single business tax           53        85       -0-
          Adjustments to prior-                          
            year tax liabilities       -0-        -0-      400
          Adjust valuation    
            allowance                1,293        -0-      -0-
          Other, net                    53        84      (113)
                                                          
         Provision (benefit)          
           for income taxes         $4,287    $(1,676)   $3,647
                                                               
                                                               
11.  Related Party Transactions
     
     Prior    to   the   formation   of   the   Company,    the
Telecommunications   Companies  were   subsidiaries   of,   and
therefore financed and managed by, Jordan. Jordan financed  the
Company  pursuant  to  intercompany  advances  and  notes  (the
"Intercompany  Notes") which were used largely to  finance  the
acquisition  of  the  Telecommunications  Companies  and  their
businesses.   The  Telecommunications  Companies  paid   Jordan
approximately $10.2 million and $11.1 million in interest under
the  Intercompany Notes for the years ended December  31,  1997
and  1996,  respectively.  Concurrent with the consummation  of
the  July 1997 debt and equity offerings (the "Offerings"), the
Intercompany   Notes  were  repaid  by  the   Telecommunication
Companies.

     Prior   to   the   consummation  of  the  Offerings,   the
Telecommunications Companies, as subsidiaries of  Jordan,  were
charged   by   Jordan  (i)  annual  consulting  fees,   payable
quarterly, equal to 3.0% of the Company's cash flow (which were
$1.7 million and $2.2 million for the years ended December  31,
1997  and  1996,  respectively); (ii)  investment  banking  and
sponsorship  fees  of  up  to 2.0% of  the  purchase  price  of
acquisitions  or  sales involving the Company  or  any  of  its
subsidiaries  or their respective businesses or properties  and
financial  advisory fees of up to 1.0% of any debt,  equity  or
other financing, in each case, arranged with the assistance  of
The  Jordan  Company (which were $0.7 million and $2.0  million
for  the years ended December 31, 1997 and 1996, respectively);
and  (iii) reimbursement for The Jordan Company's out-of-pocket
costs  incurred  and indemnities in connection  with  providing
such  services.  In connection with the acquisition of Northern
and  LoDan the Company paid to The Jordan Company an investment
banking fee of $0.7 million following the consummation  of  the
Offerings.   Concurrent with the consummation of the Offerings,
all  management,  consulting, investment banking,  sponsorship,
financial advisory and similar arrangements between the Company
on  the one hand and Jordan, TJC Management Corp. (an affiliate
of The Jordan Company) and The Jordan Company on the other were

<PAGE>

terminated.  In their place the Company entered into  five  new
types of agreements and arrangements.

     First,  the  Company  and each of its subsidiaries  (other
than  certain  of the Bond and Dura-Line subsidiaries)  entered
into  a  new  advisory agreement (the "New Subsidiary  Advisory
Agreement") with Jordan, pursuant to which the Company and  its
subsidiaries  will  pay  to Jordan (i) investment  banking  and
sponsorship  fees  of  up  to 2.0% of  the  purchase  price  of
acquisitions,  joint  ventures, minority investments  or  sales
involving  the Company and its subsidiaries or their respective
businesses or properties; (ii) financial advisory fees of up to
1.0%  of  any  debt, equity or other financing  or  refinancing
involving  the  Company  or  such  subsidiary,  in  each  case,
arranged  with  the  assistance of The Jordan  Company  or  its
affiliates; and (iii) reimbursement for The Jordan Company=s or
Jordan=s out-of-pocket costs in connection with providing  such
services.  The New Subsidiary Advisory Agreement will expire in
December 2007, but is automatically renewed for successive one-
year  terms,  unless either party provides  written  notice  of
termination 60 days prior to the scheduled renewal  date.   The
Company  paid  fees  of  approximately $0.8  million  and  $4.1
million  in  1998 and 1997, respectively to Jordan pursuant  to
the New Subsidiary Advisory Agreement.

     Second,  the  Company and each of its subsidiaries  (other
than  certain  of the Bond and Dura-Line subsidiaries)  entered
into  a  management consulting agreement (the  ANew  Subsidiary
Consulting Agreement@), pursuant to which the Company  and  its
subsidiaries will pay to Jordan annual consulting fees of  1.0%
of   the   Company=s  net  sales  for  such  services,  payable
quarterly,  and  will  reimburse Jordan for  its  out-of-pocket
costs  related to its services.  The New Subsidiary  Consulting
Agreement  will  expire in December 2007, but is  automatically
renewed  for  successive one-year terms,  unless  either  party
provides  written notice of termination 60 days  prior  to  the
scheduled   renewal  date.   Pursuant  to  the  New  Subsidiary
Consulting  Agreement,  Jordan (but not  Jordan=s   affiliates)
will  be  obligated  to present all acquisition,  business  and
investment   opportunities   that  relate   to   manufacturing,
assembly, distribution or marketing of products and services in
the  telecommunications and data communications  industries  to
the  Company, and Jordan will not be permitted to  pursue  such
opportunities  or  present  them to third  parties  unless  the
Company determines not to pursue such opportunities or consents
thereto.   In accordance with this agreement, the Company  paid
$3.1  million and $1.3 million to Jordan during the year  ended
December 31, 1998 and 1997, respectively.

     Third,  the  Company  and each of its subsidiaries  (other
than certain of the Bond and Dura-Line subsidiaries) and Jordan
entered  into a services agreement (the AJI Properties Services
Agreement@)  with  JI  Properties, Inc.  (AJI  Properties@),  a
subsidiary  of  Jordan, pursuant to which  JI  Properties  will
provide  certain  real estate and other assets,  transportation
and  related  services  to the Company.   Pursuant  to  the  JI
Properties Services Agreement, the Company will be charged  for
its allocable portion of such services based upon its usage  of
such  services and its relative revenues, as compared to Jordan
and its other subsidiaries.  In accordance with this agreement,
such  charges were $1.7 million and $0.5 million for  the  year
ended  December  31,  1998  and  1997,  respectively.   The  JI
Properties Services Agreement will expire in December 2007, but
is  automatically renewed for successive one-year terms, unless
either  party  provides written notice of termination  60  days
prior to the scheduled renewal date.

     Fourth,  Jordan  refined the allocation of  its  overhead,
general  and  administrative charges and expenses among  Jordan
and  its subsidiaries, including the Company, in order to  more

<PAGE>

closely  match  these overhead charges with  the  revenues  and
usage  of  corporate overhead by Jordan and  its  subsidiaries.
Under  this  agreement,  the  Company=s  allocable  portion  of
Jordan's corporate expenses was  $2.3  million and $1.0 million
for the years ended December 31, 1998 and 1997, respectively.

     Fifth,  the Company and Jordan entered into the transition
agreement (the "Transition Agreement") pursuant to which Jordan
will  provide  office  space  and  certain  administrative  and
accounting services to the Company to facilitate the transition
of  the  Company  as a stand-alone company.  The  Company  will
reimburse  Jordan  for  services  provided  pursuant   to   the
Transition   Agreement  on  an  allocated  cost   basis.    The
Transition Agreement will expire on December 31, 1999,  but  is
automatically  renewed for successive one year periods  (unless
either party provides prior written notice of non-renewal)  and
may be terminated by the Company on 90 days' written notice.
     
12.  Dura-Line Preferred Stock, Stock Appreciation Rights (SAR)
     and Additional Purchase Price Agreements

     In  1997,  Dura-Line entered into an agreement to purchase
the former owners' interest in a SAR for $15,417, consisting of
$9,438   in  cash  and  deferred  payments  payable  in  annual
installments with remaining payments due as follows:
     
         March 31, 1999                             $1,101
         March 31, 2000                              1,189
         March 31, 2001                              1,284
         March 31, 2002                              1,386
                                                    $4,960
                                        
     
     As  such,  at  December 31, 1998 the Company has  recorded
$1,101  in  accrued expenses and other current liabilities  and
$3,859  in  other  non-current  liabilities.   Dura-Line   also
purchased the former owners' 7% cumulative preferred  stock  on
March 9, 1998 at a price of $1,875.

     In  connection with the acquisitions of AIM and  Cambridge
in  1989,  the  sellers of these companies were  granted  stock
appreciation  rights.   In 1997, the Company  entered  into  an
agreement  to  purchase and redeem the Estate's and  Decedent's
interest  in the SAR for $3,111 in cash and a deferred  payment
of  $3,391 (including interest at 9% per annum), which was paid
on May 2, 1998.

     The  Company had a Contingent Purchase Price Payment  Plan
relating to its acquisition of Viewsonics in 1996. The plan was
based  on Viewsonics achieving certain earnings before interest
and  taxes  during  the years ended July  31,  1997  and  1998,
respectively.  On January 2, 1998, the Company paid $1,388  for
the  plan year ended July 31, 1997. $1,081 has been accrued  at
December  31,  1998, for the final plan year  ending  July  31,
1998.

       The Company has an agreement with the previous owners of
TSI  to  make an additional purchase price payment of up  to  a
maximum  of $4.0 million, if certain earnings levels  were  met
during the year ended October 31, 1998.  At December 31,  1998,
$3,742 has been accrued related to this agreement.
     
     The  Company has an agreement with the previous owners  of
K&S  to  make an additional purchase price payment  if  certain
earnings  levels are met for the plan years ended December  31,
1998  through December 31, 2004.  There is no accrual  recorded
at December 31, 1998.

<PAGE>
     



13.  Concentrations of Credit Risk

     Financial   instruments  which  potentially  subject   the
Company to concentration of credit risk consist principally  of
cash and cash equivalents and accounts receivable.  The Company
deposits  cash and cash equivalents with high-quality financial
institutions,  which  are federally insured  up  to  prescribed
limits.
     
     The  Company  closely monitors the credit quality  of  its
customers and maintains allowances for potential credit  losses
which,  historically, have not been significant and  have  been
within  the  range  of management's expectations.  The  Company
generally  does  not require collateral or  other  security  on
trade receivables.

14.  Financial Instruments

     The   Company's   financial   instruments   include   cash
equivalents,  trade  accounts  receivable,  accounts   payable,
accrued expenses, the Senior Notes, the Senior Discount  Notes,
and  the  line  of  credit.  The fair values of  all  financial
instruments,  except for the Senior Notes and  Senior  Discount
Notes  (Note  8),  were  not materially  different  from  their
carrying values at December 31, 1998 and 1997, respectively.

15.  Operating Leases

     Certain  land, buildings, and equipment are  leased  under
noncancelable operating leases.  Certain leases for  facilities
contain  renewal  options,  require  additional  payments   for
maintenance  charges,  and are subject to  periodic  escalation
charges.
     
     Total   minimum  rental  commitments  under  noncancelable
operating leases at December 31, 1998 are:
          
         1999                                      $ 4,268
         2000                                        3,636
         2001                                        3,164
         2002                                        2,720
         2003                                        2,016
         Thereafter                                  9,500
                                                   $25,304
                                                         
     Northern rents its current facility from a partnership  in
which an officer in Northern is a partner.  The lease calls for
annual rental payments of approximately $170 through 2002, with
annual 5% increases effective each January.
     
     EEI  rents  its  current facility from a company  that  is
owned  by  EEI's  President and Chief Executive  Officer.   The
lease  calls  for annual rental payments of approximately  $301
through December 2004.
     
     Total  rental expense amounted to $3,833, $2,642 and  $879
in 1998, 1997 and 1996, respectively.
     
16.  Benefit Plan

     Certain of the Company's subsidiaries participate  in  the

<PAGE>


Jordan  Industries, Inc. 401(k) Savings Plan (401(k)  Plan),  a
defined-contribution  benefit  plan  for  salaried  and  hourly
employees.   In  order  to  participate  in  the  401(k)  Plan,
employees  must  be at least 21 years old and  have  worked  at
least  1,000  hours during the first 12 months  of  employment.
Each  eligible employee may contribute from 1% to 15% of  their
before-tax  wages  into  the  401(k)  Plan.  The  Company  made
matching contributions of $413, $370 and $96 in 1998, 1997, and
1996, respectively.

17.  Segment Data

Description of Segments

     The   Company   operates  in  three   business   segments:
infrastructure products, custom cable assemblies and electronic
connectors and components.
     
     The  businesses  in  the infrastructure  products  segment
provide  products and services for the construction,  expansion
and   maintenance  of  the  Aoutside  plant@  portion  of   the
telecommunications infrastructure. The products cover  a  broad
range  of applications including fiber optic and coaxial  cable
conduit,  power  conditioning  systems,  CATV  components   and
transmitters, and antenna support systems used by wire-line and
wireless  telecommunications,  CATV,  cellular  telephone   and
Personal Communications Systems (PCS) providers.
     
     Through  the  businesses in the electronic connectors  and
components  segment,  the  Company  designs,  manufactures  and
distributes  worldwide, a broad range of electronic connectors,
including  radio frequency (RF) and coaxial connectors,  plugs,
adapters,  and  electronic  hardware,  as  well  as  electronic
network  and  security components. These products are  used  in
telecommunications,   data  communications,   and   other   OEM
applications  that require miniaturization and  high  frequency
ranges, such as wireless telecommunications.
     
     Through  the  businesses  in the custom  cable  assemblies
segment,  the  Company  designs,  engineers  and  manufacturers
custom cable assemblies for internetworking suppliers, OEMs and
RBOCs  for  use  primarily  in  the  data  communications   and
telecommunications industries. The Company also is a broad line
provider and value-added reseller of wire and cable and  custom
cable  assemblies  for  Local Area Networks  (LANs)  and  other
commercial networking applications.

Measurement of Segment Profit or Loss and Segment Assets
     The  Company evaluates performance and allocates resources
based   on  operating  income  before  management  fees,  stock
appreciation  rights  expense,  and  corporate  expenses.   The
accounting policies of the reportable segments are the same  as
those  described in Note 2, ASignificant Accounting  Policies.@
Intrasegment  sales  exist between AIM and  Cambridge  and  are
accounted  for  at  prices comparable to unaffiliated  customer
sales.  These sales are eliminated in consolidation and are not
presented  in segment disclosures. No single customer  accounts
for  10% or more of consolidated net sales. Identifiable assets
are  those  used  by each segment in its operations.  Corporate
assets consist primarily of cash and deferred financing fees.

Factors Used to Identify the Enterprise's Reportable Segments

     The  Company's reportable segments are business units that
offer  different  products. The reportable  segments  are  each
managed  separately  because  they manufacture  and  distribute
distinct products with different production processes.

<PAGE>

     Summary  financial information by business segment  is  as
follows:
     
                                          Year Ended December 31
                                          1998        1997        1996
         Net Sales                                          
         Infrastructure Products         $149,462    $139,789    $ 75,179
         Electronic Connectors and                         
          Components                       43,011      45,041      40,275
         Custom Cable Assemblies          117,555      72,180      17,545
                                         $310,028    $257,010    $132,999

         Operating Income                                       
         Infrastructure Products         $ 19,323    $ 18,914    $  7,650
         Electronic Connectors and        
         Components                         8,472      10,040      10,484
         Custom Cable Assemblies           14,470       5,279         824
         Unallocated amounts:                                   
          Stock appreciation rights           -0-     (15,871)     (3,411)
           expense  
          Management fees                  (3,087)     (2,964)     (2,224)
          Loss on foreign currency         (3,020)        -0-         -0-
           transactions                       
          Corporate Expenses               (5,367)     (2,140)        -0-
          Total Operating Income           30,791      13,258      13,323
         Interest expense                 (39,521)    (25,749)    (11,826)
         Interest income                      521         486         152
         Loss on disposal of                6,459         -0-         -0-
           subsidiary
         Other income (expense)               (57)          5         (31)
         Income (loss) before income                            
         taxes, minority interest and    $(14,725)   $(12,000)   $  1,618
           extraordinary item
                                                                
         Identifiable assets                                    
         Infrastructure Products         $149,077    $151,165    $89,984
         Electronic Connectors and                         
         Components                        50,314      52,118     54,872
         Custom Cable Assemblies          114,520     112,701     34,790
         Corporate Assets                  17,387      18,530        -0-
                                         $331,298    $334,514   $179,646   
    
Summary financial information by geographic area is as follows:

                               1998      1997       1996
Net Sales                                            
United States                  $250,540    $195,073    $97,369
Europe                           38,224      38,794     34,152
South America                     7,702      12,097      1,137
Asia                             11,064      10,646        341
Other foreign countries           2,498         400        -0-
 Total                         $310,028    $257,010   $132,999
                                                          
Identifiable Assets                                       
United States                  $ 22,253    $ 18,279   $ 15,028
Europe                            9,680       8,497      6,985
South America                     2,764       2,983      2,452
Asia                              6,435       5,573      4,581
 Total                         $ 41,132    $ 35,332   $ 29,046
                                                               
     Net  sales  are  attributed  to  countries  based  on  the
location of customers. In 1998, the Company sold products  into
over  thirty countries with no individual country,  other  than
the  United States, representing more than 5% of the  Company's
total sales.
     
       Following  is additional information about the  reported
industry segments:

<PAGE>


                                           Year Ended December 31
                                          1998     1997    1996
Depreciation and amortization                                   
Infrastructure Products                   $ 7,413 $ 6,230  $ 3,836
Electronic Connectors and Components        2,798   2,679    2,321
Custom Cable Assemblies                     4,674   2,029     485
                                          $14,885 $10,938  $ 6,642
Capital expenditures                                            
Infrastructure Products                   $ 6,434 $ 7,767  $ 5,543
Electronic Connectors and Components          546     922      849
Custom Cable Assemblies                     2,868   1,175      131
                                          $ 9,848 $ 9,864  $ 6,523

18. Extraordinary Item

     On  January 1, 1997, the Company=s Dura-Line Reno,  Nevada
production facility was flooded. Uninsured property damage  and
lost production totaled $479.

19. Legal Proceedings

     The  Company  is subject to legal proceedings  and  claims
which  arise  in  the  ordinary course of  its  business.   The
Company  believes that the final disposition  of  such  matters
will  not  have  a  material adverse effect  on  the  financial
position or results of operations of the Company.

20. Subsequent Event

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

     The  purchase  price of $17,000, which  does  not  include
related transaction costs, has not been allocated at this time.
The  acquisition was financed with four-month promissory  notes
for  $9,937 and borrowings from the revolving credit  agreement
of $7,063.
     
     
   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE
                               
                               
     None.
     
     
     
     
           [This space is intentionally left blank]

<PAGE>


                        Part III
                            
       ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
                            
     The  following sets forth the names and ages of the
Company=s  directors  and  executive  officers  and  the
positions they hold as of March 31, 1999:

  Name                        Age    Position with Company
                                     
  Executive  Officers   and          
  Directors
  Thomas H. Quinn (2)         51     Chairman
  Harold C. Bevis             39     President and Chief
                                     Executive Officer,
                                     Director
  John LaVitola               44     Vice President and Chief
                                     Financial Officer
  William C. Ballard (1)      58     Director
  Jonathan F. Boucher         42     Vice President and
                                     Director
  John W. Jordan,II (2)       51     Director
  Michael A. Wadsworth (1)    55     Director
  David W. Zalaznick          44     Director
  (1)(2)(3)
  John P. Shoffner            43     Director
                                     
  Other Key Employees                
  Alan Kernes                 55     President, Viewsonics
  Steve Baker                 49     President, Northern
  Ernie Glass                 61     President, Johnson
  William McIlvene            40     President, Bond
  Donald J. Sitter            59     President, LoDan West
  Paresh Chari                47     Acting President and Chief
                                     Executive Officer, Dura-
                                     Line
  Mack Deloney                61     President, EEI
  Paul Melech                 52     President, TSI

_______

Member of the Audit Committee.
Member of the Executive Committee.
Member of Banking, Finance and Investment Committee.

     Set  forth  below  is  a brief description  of  the
business  experience  of  each  director  and  executive
officer of the Company.
     
     Mr.  Quinn has served as a Director of the  Company
since  July  1997.   Since  1988,  Mr.  Quinn  has  been
President,  Chief Operating Officer and  a  director  of
Jordan Industries.  From November 1985 to December 1987,
Mr. Quinn was Group Vice President and corporate officer
of   Baxter  International.   From  September  1970   to
November  1985,  Mr.  Quinn  was  employed  by  American
Hospital  Supply Corporation, where he was a Group  Vice
President  and a corporate officer when it was  acquired
by Baxter International.  Mr. Quinn is also the Chairman
of  the  Board and Chief Executive Officer  of  American
Safety  Razor  Company and AmeriKing, Inc.,  Motors  and
Gears,  Inc., and Welcome Home, Inc., as well  as  other
privately  held  companies.  In  January  1997,  Welcome
Home, Inc. filed a voluntary petition for bankruptcy.
     
     Mr.   Bevis  has  served  as  President  and  Chief
Executive  Officer and a Director of the  Company  since
July  1998.   From January 1995 through June  1998,  Mr.
Bevis   held   several  positions  with  General   Cable
Corporation including Senior Vice President and  General
Manager  of  Building  Wire.   From  June  1991  through

<PAGE>

December  1994,  Mr. Bevis held several  positions  with
General  Electric including Business Manager B  Integral
AC  Motors  and Packaged Drives.  From May 1988  through
May  1991, Mr. Bevis was a Senior Consultant with  Booz-
Allen and Hamilton.
     
     Mr. LaVitola has served as Vice President and Chief
Financial  Officer  since  October,  1998.   From   1980
through   September,  1998  Mr.  LaVitola  held  several
increasingly   responsible  financial   positions   with
General  Cable  Corporation the most recent  being  Vice
President  and  Chief Financial Officer of  their  fiber
optic  joint  venture,  General  Photonics.   From  1976
through   1980,  Mr.  LaVitola  held  several   auditing
positions.
     
     Mr. Ballard has served as a Director of the Company
since July 1997.  Mr. Ballard has been of counsel to the
law  firm  of  Greenbaum, Doll & McDonald in Louisville,
Kentucky  since May 1992.  From 1970 to April 1992,  Mr.
Ballard  held  various positions with Humana,  Inc.,  an
investor-owned hospital company, including most recently
as  its Executive Vice President and as a member of  its
Board  of Directors.  Mr. Ballard is a director of Atria
Communities,  Inc.,  Health  Care  Reit,   Health   Care
Recoveries,  Inc., American Safety Razor  Company,  LG&E
Energy  Corp.,  Mid-America Bancorp,  Vencor,  Inc.  and
United Healthcare Corp.
     
     Mr.  Boucher has served as a Vice President  and  a
Director  of  the Company since July 1997.  Since  1983,
Mr. Boucher has been a partner of The Jordan Company,  a
private  merchant banking firm.  Mr. Boucher is  also  a
director of Jordan Industries, Atria Communities,  Inc.,
Health Care Reit, Health Care Recoveries, Inc., American
Safety Razor Company and Motors and Gears, Inc., as well
as  other  privately held companies.  In  January  1997,
Welcome Home, Inc., a company of which Mr. Boucher was a
director until December 1996, filed a voluntary petition
for bankruptcy.
     
     Mr.  Jordan has served as a Director of the Company
since  July  1997.  Mr. Jordan is a managing partner  of
The  Jordan  Company,  a private merchant  banking  firm
which he founded in 1982.  Mr. Jordan is also a director
of  Jordan  Industries,  Welcome  Home,  Inc.,  American
Safety  Razor Company, AmeriKing, Inc., Carmike Cinemas,
Inc.,  Motors  and Gears, Inc., Apparel Ventures,  Inc.,
GFSI, Inc., GFSI Holdings, Inc., and Rockshox, Inc.,  as
well  as  other  privately held companies.   In  January
1997, Welcome Home, Inc., filed a voluntary petition for
bankruptcy.

     Mr.  Wadsworth  has  served as a  Director  of  the
Company  since July 1997.  Mr. Wadsworth has  served  as
Director  of Athletics of the University of  Notre  Dame
since  1995  and a member of the International  Advisory
Counsel  to  the  University of Notre Dame  since  1994.
From  August 1989 to March 1995 Mr. Wadsworth served  as
the Canadian Ambassador to Ireland.  From 1984 to August
1989,  Mr. Wadsworth served as Senior Vice President  of
the  U.S. operations of Crown Life Insurance Company and
a senior executive officer of its parent, Crown, Inc.
     
     Mr.  Zalaznick  has  served as a  Director  of  the
Company since July 1997.  Since 1982, Mr. Zalaznick  has
been a managing partner of The Jordan Company, a private
merchant banking firm.  Mr. Zalaznick is also a director
of  Jordan Industries, Carmike Cinemas, Inc., AmeriKing,
Inc.,  American Safety Razor Company, Marisa  Christina,
Inc.,  Apparel Ventures, Inc., Motors and  Gears,  Inc.,
GFSI,  Inc., and GFSI Holdings, Inc., as well  as  other
privately held companies.
     
<PAGE>
     
     Mr.  Shoffner  has  served as  a  Director  of  the
Company since December 1997.  Mr. Shoffner joined  Dura-
Line  in  1975  and  held several  operations  positions
through 1985.  He served as President of Dura-Line  from
August 1985 to December 1996.
     
     Mr.  Kernes  has held the position of President  of
Viewsonics  since  August  1,  1998.   From  1996  until
joining Viewsonics, Mr. Kernes was the Vice President of
Sales  for  TACAN Corporation.  During his  career,  Mr.
Kernes  has held a number of senior management positions
including the Vice President Sales at Philips, and  Vice
President of Engineering for Jones Intercable.
     
     Mr. Baker has served as President of Northern since
1986.   Mr.  Baker was one of the original  founders  of
Northern  in  1985.   He was initially  responsible  for
sales   in  the  medical  market,  protecting  sensitive
medical  devices such as Magnetic Resonance Imaging  and
CAT Scanning Equipment.
     
     Mr.  Glass  has served as the President of  Johnson
since  January 1996.  From 1987 to 1996 Mr.  Glass  held
various   positions,   including   Vice   President   of
Operations,  Vice  President  of  Custom  and  Component
Products and Vice President of Finance and CFO  with  EF
Johnson   Company   who   designs,   manufactures    and
distributes  radio  communication equipment.   Prior  to
1987  Mr. Glass was employed by General Electric Company
and  held various management positions throughout  North
and South America.
     
     Mr.  McIlvene  has  served as President  and  Chief
Executive Officer of Bond since he founded Bond in 1988.
Prior  to  that,  he  was  a  sales  manager  for  Avnet
Incorporated, an electronics distributor.
     
     Mr.  Sitter has been President of LoDan, a  company
he  co-founded,  since 1967.  Prior to that,  he  was  a
territory  manager  for  Amphenol,  a  leader   in   the
connector business.
     
     Mr.   Chari  has  served  as  President  and  Chief
Operating  Officer of Dura-Line International since  May
1998.  He held the position of Director of International
Business  for Jordan Industries from 1996 to 1998.   Mr.
Chari was with Ameritech from 1986 to 1995 where he held
various positions including Vice President of Sales  and
Marketing.
     
     Mr.  Deloney has served as President of  Engineered
Endeavors  since August 1998.  He joined the company  as
Chief  Operating  Officer in  November  1998   Prior  to
joining  EEI,  he was with two of EEI=s  major  monopole
suppliers; as President of Power Structures,  Inc.,  and
as  Vice  President, Operations of Thomas & Betts  Steel
Structures Division.

     Mr.  Melech  has served as President of  TSI  since
November  1997. From 1984 to 1997, Mr. Melech served  as
Vice  President of Operations for TSI. Prior to  joining
TSI   he   held  several  senior  management   positions
including  Vice  President of Sales  for  KGS,  a  large
marine  equipment distributor, and as Distributor  Sales
Manager  for  Incom International, a global manufacturer
of controls and gears.

<PAGE>








            ITEM 11.  EXECUTIVE COMPENSATION
                            
                            
Directors' Compensation

     Directors of the Company receive $20,000  per  year
for  serving  as a director of the Company, plus  $1,000
for  each  meeting  of  the Board of  Directors  or  any
committee  thereof attended in person or  by  telephone.
In  addition, the Company reimburses directors for their
travel  and  other expenses incurred in connection  with
attending meetings of the Board of Directors.

Executive Compensation

     The following table sets forth a summary of certain
information  regarding compensation paid or  accrued  by
the Company for services rendered to the Company for the
fiscal year ended December 31, 1998 to those persons who
were,  at  December 31, 1998:  (i) the  Company's  Chief
Executive  Officer;  and (ii) the  Company's  four  most
highly  compensated executive officers  other  than  the
Chief  Executive  Officer whose total salary  and  bonus
exceeded $100,000 during each period.

     The Company anticipates adopting a plan under which
it  would  award stock options, restricted stock  and/or
stock  appreciation  rights  to  certain  officers   and
directors.  However, the terms of such a plan  have  not
yet been determined.  The Company may issue a maximum of
5,000 shares of Common Stock pursuant to such a plan.

               SUMMARY COMPENSATION TABLE
                            
                                                           Other
  Name and Principal Position    Salary  Bonus(1)          Annual
                                                        Compensation (1)
  Thomas H. Quinn (2)                -0-       -0-          -0-
    Chairman of the Board                              
                                                       
  Harold C. Bevis (2)                -0-       -0-          -0-
    President and Chief                                
  Executive
    Officer
                                                       
  John LaVitola (2)                  -0-       -0-         -0-
    Chief Financial Officer                            
                            
(1)   For  the  periods  indicated, no executive  officer
     named in the table
     received any Other Annual Compensation in an  amount 
     in  excess of the     lesser of either $50,000 or 10%  of
     the  total of Annual Salary and       Bonus reported  for
     him in the two preceding columns.
(2)  Does not reflect compensation paid to Messrs. Quinn, 
     Bevis, and LaVitola by JII. See "Certain
     Transactions-JII Services Agreement."


<PAGE>



         ITEM 12.  SECURITY OWNERSHIP OF CERTAIN
            BENEFICIAL OWNERS AND MANAGEMENT
                            
                            
     The  table  below sets forth as of March  30,  1999,
certain  information  regarding beneficial  ownership  of
Common  Stock held by (i) each director and each  of  the
Named   Executives;  (ii)  all  directors  and  executive
officers of the Company as a group; and (iii) each person
known by the Company to own beneficially more than 5%  of
the  Common Stock.  Each individual or entity  named  has
sole  investment and voting power with respect to  shares
of  Common Stock indicated as beneficially owned by them,
except where otherwise noted.

                                          Amount of Beneficial
                                             Ownership(1)
                                          Number of   
                                          Shares    Percentage
                                                    (rounded)
  Executive Officers and Directors:                    
  Thomas H. Quinn                       89,804.6030      9.1
  Harold C. Bevis                            0           *
                                                       
  William C. Ballard                         0           *
  Jonathan F. Boucher                   52,935.1436      5.4
  John W. Jordan, II (2)(3)(4)         379,349.1691     38.6
  Michael A. Wadsworth                       0           *
  David W. Zalaznick(3)(5)             183,073.2676     18.6
  John P. Shoffner                           0           *
  All directors and executive officers                 
  as a group (8 persons)               705,162.0832     71.7
  Other Principal Stockholders:                        
  Leucadia Investors, Inc.              95,566.3378      9.7
  Jordan Industries, Inc. (6)                0           *


    *Represents less than 1% of the outstanding shares of
Common Stock.
(1)   Calculated  pursuant  to Rule  13d-3(d)  under  the
   Exchange Act.  Under Rule 13d-3(d),
   shares  not outstanding which are subject to  options,
   warrants,  rights or conversion privileges exercisable
   within  60 days are deemed outstanding for the purpose
   of  calculating  the  number and percentage  owned  by
   such  person,  but  not  deemed  outstanding  for  the
   purpose  of calculating the percentage owned  by  each
   other  person  listed.   As  of  March  30,  1999  the
   Company  had  983,916.6667  shares  of  Common   Stock
   issued and outstanding.
(2)    Includes   8.9820  shares  held   personally   and
379,340.1871 shares held by the John W.
   Jordan   II   Revocable  Trust.   Does   not   include
   2,777.5927  shares held by Daly Jordan   O'Brien,  the
   sister  of  Mr.  Jordan,  2,777.5927  shares  held  by
   Elizabeth  O'Brien Jordan, the sister of  Mr.  Jordan,
   or  2,777.5927 shares held by George Cook Jordan, Jr.,
   the brother of Mr. Jordan.
(3)   Does  not  include  898.0451  shares  held  by  The
   Jordan/Zalaznick Capital Company
   (AJZCC@)  or  31,431.5758 shares  held  by  JZ  Equity
   Partners PLC, a publicly traded U.K. investment  trust
   advised  by an affiliate of The Jordan Company  (which
   is  controlled by Messrs. Jordan and Zalaznick).   Mr.
   Jordan, Mr. Zalaznick and Luecadia, Inc. are the  sole
   partners of JZCC.
(4)   Does  not include 29,171.4943 shares  held  by  The
   Jordan Family Trust, of which John
   W. Jordan II, George Cook Jordan, Jr., and G. Robert
   Fisher are the Trustees.
(5)  Does  not  include  737.8205 shares  held  by  Bruce
   Zalaznick, the brother of Mr.
   Zalaznick.
(6)   Jordan  Industries  owns  all  of  the  issued  and
   outstanding Junior Preferred Stock.
   The  Junior Preferred Stock entitles Jordan Industries
   to  95%  of the voting power as of March 30, 1999  the
   principal  address of Jordan Industries  is  ArborLake
   Centre, Suite 550, 1751 Lake Cook Road, Deerfield,  IL
   60015.

<PAGE>



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Services Agreements.   The Company and each  of  its
subsidiaries  (other than certain of the Bond  and  Dura-
Line  subsidiaries) are parties to an advisory  agreement
(the   ASubsidiary  Advisory  Agreement@)   with   Jordan
Industries,  pursuant  to  which  the  Company  and   its
subsidiaries will pay to Jordan Industries (i) investment
banking  and  sponsorship fees  of  up  to  2.0%  of  the
purchase  price of acquisitions, joint ventures, minority
investments  or  sales  involving  the  Company  and  its
subsidiaries   or   their   respective   businesses    or
properties; (ii) financial advisory fees of up to 1.0% of
any  debt,  equity  or  other  financing  or  refinancing
involving  the Company or such subsidiary, in each  case,
arranged with the assistance of The Jordan Company or its
affiliates;  and  (iii)  reimbursement  for  The   Jordan
Company's  or Jordan Industries' out-of-pocket  costs  in
connection  with providing such services. The  Subsidiary
Advisory  Agreement  expires in  December  2007,  but  is
automatically  renewed  for  successive  one-year  terms,
unless   either   party  provides   written   notice   of
termination 60 days prior to the scheduled renewal  date.
The  Company paid fees of approximately $0.7  million  in
1998  to  Jordan  Industries pursuant to the   Subsidiary
Advisory Agreement. Mssrs. Jordan, Boucher and Zalaznick,
directors  of  the Company, are partners  of  The  Jordan
Company.

     The Company and each of its subsidiaries (other than
certain  of  the  Bond  and Dura-Line  subsidiaries)  are
parties   to  a  management  consulting  agreement   (the
"Subsidiary  Consulting Agreement"),  pursuant  to  which
they will pay to Jordan Industries annual consulting fees
of  1.0%  of  the Company's net sales for such  services,
payable  quarterly, and will reimburse Jordan  Industries
for its out-of-pocket costs related to its services.  The
Subsidiary Consulting Agreement expires in December 2007,
but  is  automatically  renewed for  successive  one-year
terms,  unless  either party provides written  notice  of
termination 60 days prior to the scheduled renewal  date.
Pursuant  to the Subsidiary Consulting Agreement,  Jordan
Industries  (but not Jordan Industries= affiliates)  will
be  obligated  to present all acquisition,  business  and
investment  opportunities that relate  to  manufacturing,
assembly,  distribution  or  marketing  of  products  and
services    in    the   telecommunications    and    data
communications  industries to  the  Company,  and  Jordan
Industries   will  not  be  permitted  to   pursue   such
opportunities or present them to third parties unless the
Company  determines not to pursue such  opportunities  or
consents thereto.  In accordance with this agreement, the
Company paid $3.1 million for the year ended December 31,
1998.

     The Company and each of its subsidiaries (other than
certain  of  the  Bond  and Dura-Line  subsidiaries)  and
Jordan  Industries  are parties to a  services  agreement
(the   "JI  Properties  Services  Agreement")   with   JI
Properties,  Inc.  ("JI  Properties"),  a  subsidiary  of
Jordan  Industries, pursuant to which JI Properties  will
provide   certain   real   estate   and   other   assets,
transportation  and  related  services  to  the  Company.
Pursuant  to  the JI Properties Services  Agreement,  the
Company will be charged for its allocable portion of such
services  based upon its usage of such services  and  its
relative  revenues, as compared to Jordan Industries  and
its   other   subsidiaries.   In  accordance  with   this
agreement,  such charges were $1.7 million for  the  year
ended  December  31,  1998.  The JI  Properties  Services
Agreement   will  expire  in  December   2007,   but   is


<PAGE>

automatically  renewed  for  successive  one-year  terms,
unless   either   party  provides   written   notice   of
termination 60 days prior to the scheduled renewal date.

     Jordan  Industries  allocates its overhead,  general
and  administrative  charges  and  expense  among  Jordan
Industries  and its subsidiaries, including the  Company,
based  on  the respective revenues and usage of corporate
overhead by Jordan Industries and its subsidiaries. Under
this  agreement,  the  Company's  allocable  portion   of
corporate  expenses was  $2.3 million for the year  ended
December 31, 1998.

     The  Company and Jordan Industries are parties to  a
transition   agreement   (the   "Transition   Agreement")
pursuant  to which Jordan Industries will provide  office
space  and certain administrative and accounting services
to  the  Company  to  facilitate the  transition  of  the
Company  as  a  stand-alone company.   The  Company  will
reimburse   Jordan   Industries  for  services   provided
pursuant to the Transition Agreement on an allocated cost
basis.  The Transition Agreement expired on December  31,
1998,  but  was  automatically renewed for  1999  and  is
automatically  renewed for successive  one  year  periods
(unless either party provides prior written notice of non-
renewal) and may be terminated by the Company on 90 days'
written notice.

     Tax  Sharing Agreement.  The Company and each of its
subsidiaries are parties to a tax sharing agreement  (the
ATax  Sharing Agreement@) with Jordan Industries and each
of  the  other direct and indirect subsidiaries of Jordan
Industries  that are consolidated with Jordan  Industries
for  Federal income tax purposes.  Pursuant  to  the  Tax
Sharing  Agreement, each of the consolidated subsidiaries
of  Jordan  Industries pays to Jordan Industries,  on  an
annual  basis, an amount determined by reference  to  the
separate  return  tax  liability  of  the  subsidiary  as
defined in Treasury Regulation ' 1.1552-1(a)(2)(ii).  The
Company  and  its  subsidiaries paid an aggregate  of  $0
million  to Jordan Industries pursuant to the Tax Sharing
Agreement  in  the year ended December 31,  1998.   These
income  tax payments reflected a Federal income tax  rate
of approximately 34% of each subsidiary's pre-tax income.

     Upon  redemption  of the Junior Preferred  Stock  or
other  circumstances  that  cause  the  Company  and  its
subsidiaries to cease to be tax consolidated subsidiaries
of  Jordan  Industries, the Company and its  subsidiaries
will  be released from making any further payments  under
the  Tax  Sharing  Agreement.   While  the  release  will
discharge  the Company and its subsidiaries  from  making
future  income  tax  payments to Jordan  Industries,  the
Company  and  its  subsidiaries will remain  contingently
liable   to  Jordan  Industries  under  the  Tax  Sharing
Agreement  in respect of any increases in their  separate
return   tax   liability  for  periods   prior   to   the
consummation of the Offerings.  The Company is not  aware
of any such liabilities.

     Directors  of the Company, John W. Jordan II,  David
W.  Zalaznick and Thomas H. Quinn each have an  ownership
interest  of more than 10% of the common stock of  Jordan
Industries.

     Common Stock Consideration.  In connection with  the
purchase   of  Common  Stock  by  certain  officers   and
directors  of  the  Company,  Thomas  H.  Quinn  borrowed
$89,804.61, John W. Jordan borrowed $379,340.17 and David
W.  Zalaznick borrowed $183,073.27 in order  to  pay  for
such  stock.  Those loans remain outstanding in the  form
of an 8% zero coupon note due July 2007.

     Acquisition   Consideration.   In  connection   with
acquiring the Company=s subsidiaries, the sellers of  the
subsidiaries,   who  usually  include  the   subsidiary's

<PAGE>


management, often receive sellers= notes, stock or  stock
appreciation rights and special bonus plans in respect of
those  subsidiaries.   The Company  expects  to  continue
using  such devices and incentives, when appropriate,  in
making  future acquisitions and providing incentives  for
subsidiary  management.   The  consideration   paid   the
sellers  of  the subsidiaries in each case was negotiated
at arms-length.

     SAR  Payments.  In April 1997, the Company paid  and
purchased stock appreciation rights and related interests
at  Dura-Line,  AIM  and Cambridge.   At  Dura-Line,  the
Company  paid  $9.4 million as part of  a  $15.4  million
agreement to purchase Dura-Line stock appreciation rights
from  the president and chief financial officer of  Dura-
Line,  and redeemed, in March 1998, $1.9 million of Dura-
Line  preferred  stock held by the  president  and  chief
financial  officer of Dura-Line.  At AIM  and  Cambridge,
the Company paid $3.1 million in 1997 and $3.4 million in
1998 as part of a $6.5 million agreement to purchase  AIM
and  Cambridge stock appreciation rights (based upon  20%
of AIM and Cambridge appreciation from 1989 to 1996) from
the   estates  of  the  former  presidents  of  AIM   and
Cambridge.   Each  of  these payments  and  purchases  in
respect of the stock appreciation rights was expensed for
financial reporting purposes.

     Directors and Officers Indemnification.  The Company
and   each   of   its   directors   have   entered   into
indemnification    agreements.     The    indemnification
agreements  provide that the Company will  indemnify  the
directors    against   certain   liabilities   (including
settlements)   and  expenses  actually   and   reasonably
incurred  by  them in connection with any  threatened  or
pending legal action, proceeding or investigation  (other
than  actions brought by or in the right of the  Company)
to  which any of them is, or is threatened to be, made  a
party by reason of their status as a director, officer or
agent  of the Company, or serving at the request  of  the
Company  in  any other capacity for or on behalf  of  the
Company;  provided that (i) such director acted  in  good
faith  and  in a manner not opposed to the best interests
of  the  Company;  (ii)  with  respect  to  any  criminal
proceedings had no reasonable cause to believe his or her
conduct  was unlawful; (iii) such director is not finally
adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Company, unless the
court rules in light of the circumstances the director is
nevertheless  entitled to indemnification; and  (iv)  the
indemnification does not relate to any liability  arising
under Section 16(b) of the Exchange Act, or the rules  or
regulations promulgated thereunder.  With respect to  any
action  brought  by  or  in the  right  of  the  Company,
directors  may  also be indemnified  to  the  extent  not
prohibited by applicable laws or as determined by a court
of  competent jurisdiction, against expenses actually and
reasonably  incurred  by  them in  connection  with  such
action  if they acted in good faith and in a manner  they
reasonably believed to be in or not opposed to  the  best
interest of the Company.

     Future  Arrangements.   The Company  has  adopted  a
policy  to  provide that future transactions between  the
Company  and its officers, directors and other affiliates
(including Jordan Industries) must (i) be approved  by  a
majority of the members of the Board of Directors and  by
a  majority of the disinterested members of the Board  of
Directors; and (ii) be on terms no less favorable to  the
Company  than  could be obtained from unaffiliated  third
parties.

<PAGE>


                         Part IV

    ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE
                 AND REPORTS ON FORM 8-K
                            
                            
Documents filed as part of this report:

Financial Statements

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

     The  following financial statement schedule for  the
     years  ended  December 31, 1998, 1997  and  1996  is
     submitted herewith:
     
               Item                          Page Number
     
     Schedule  II  B  Valuation  
      and  qualifying  amounts                    S-1
     
     All  other schedules for which provision is made  in
the  applicable accounting regulations of the  Securities
and  Exchange  Commission  are  not  required  under  the
related  instructions, are not applicable  and  therefore
have  been omitted, or the information has been  included
in the consolidated financial statements.
     
Exhibits

     An index to the exhibits required to be listed under
     this  Item 14(a)(3) follows the ASignatures@ section
     hereof and is incorporated herein by reference.
     
Reports on Form 8-K

     None.
                            
                            
                            
                            
                            
                            
<PAGE>                            
                            
                            
                     Signatures Page


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


                     JORDAN INDUSTRIES, INC.
                    
                    
                    
                     By:  /s/     Thomas H. Quinn
                          Thomas H. Quinn
                          Chairman of the Board of
                          Directors
                     
                     
Dated:  March 31, 1999


Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, this report has been signed below  by  the
following persons on behalf of the registrant and in  the
capacities and on the dates indicated.

                    By:  /s/      Thomas H. Quinn
                                  Thomas H. Quinn
Dated:  March 31, 1999             Chairman of the Board of
                                   Directors


                    By:  /s/      William C. Ballard
                                  William Ballard
Dated:  March 31, 1999             Director


                    By:  /s/     Jonathan F. Boucher
                                   Jonathan F. Boucher
Dated:  March 31, 1999             Director


                    By:  /s/      John W. Jordan, II
                                  John W. Jordan, II
Dated:  March 31, 1999             Director

                    By:  /s/    Michael A. Wadsworth
                                   Michael A. Wadsworth
Dated:  March 31, 1999             Director





<PAGE>






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



                         By:  /s/      John P. Shoffner
                                    John P. Shoffner
Dated:  March 31, 1999              Director



                    By:  /s/         Harold C. Bevis
                                   Harold C. Bevis
Dated:  March 31, 1999             Chief Executive Officer














          (this space intentionally left blank)
                            
                            
                            
                            
                            
<PAGE>                            
                            
                          EXHIBIT INDEX
                            
Exhibit                         Description
Number
1        Purchase Agreement, dated July 21, 1997, by and
       among Jordan Telecommunication Products, Inc.,
       Jefferies & Company, Inc., Donaldson, Lufkin &
       Jenrette Securities Corporation and Smith Barney
       Inc. (Incorporated by reference to Exhibit 1 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
2        Agreement for purchase and sale of assets of Opto-
       Tech Industries, Inc. by and among Thomas Denedios
       and Lucy Denedios, Marcy Fowler, Jordan
       Telecommunications Products, Inc. and Opto-Tech
       Holdings, Inc. (Incorporated by reference to Exhibit
       2. Of the registration statements on Form 8-K (333-
       34585) dated July 14, 1998 ("8-K").
3.1      Certificate of Incorporation of Jordan
       Telecommunication Products, Inc. (Incorporated by
       reference to Exhibit 3.1 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
3.2      Bylaws of Jordan Telecommunication Products, Inc.
       (Incorporated by reference to Exhibit 3.2 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
4.1      Series A and Series B 9 7/8% Senior Notes due 2007
       Indenture, dated July 25, 1997, between Jordan
       Telecommunication Products, Inc. And First Trust
       National Association, as Trustee (Incorporated by
       reference to Exhibit 4.1 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
4.2      Series A and Series B 11 :% Senior Discount Notes
       due 2007 Indenture, dated July 25, 1997, between
       Jordan Telecommunication Products, Inc. and First
       Trust  National Association, as Trustee
       (Incorporated by reference to Exhibit 4.2 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
4.3      Series A and Series B 13 3% Subordinated Preferred
       Stock Exchange Notes due 2009 Indenture, dated July
       25, 1997, between Jordan Telecommunication Products,
       Inc. and First Trust National Association, as
       Trustee (Incorporated by reference to Exhibit 4.3 of
       the registrants registration statements on Form S-4
       (333-34585) dated November 12, 1997 (AS-4@)
4.4      Global Series A 9 7/8% Senior Note due 2007
       (Incorporated by reference to Exhibit 4.4 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
4.5      Form of Global Series B 9 7/8% Senior Note due 2007
       (included in Exhibit 4.1) (Incorporated by reference
       to Exhibit 4.5 of the registrants registration
       statements on Form S-4 (333-34585) dated November
       12, 1997 (AS-4@)
4.6      Global Series A 11 :% Senior Discount Note due 2007
       (Incorporated by reference to Exhibit 4.6 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
4.7      Form of Global 11 :% Series B Senior Discount Note
       due 2007 (included in Exhibit 4.2) (Incorporated by
       reference to Exhibit 4.7 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)

<PAGE>


4.8      Global Series A 13 3% Senior Exchangeable Preferred
       Stock due 2009 Certificate  (Incorporated by
       reference to Exhibit 4.8 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
4.9      Form of Global Series B 13 3% Senior Exchangeable
       Preferred Stock due 2009 Certificate  (Incorporated
       by reference to Exhibit 4.9 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
4.10     Form of Global Series A and Series B 13 3%
       Subordinated Preferred Stock Exchange Notes
       (included in Exhibit 4.3) (Incorporated by reference
       to Exhibit 4.10 of the registrants registration
       statements on Form S-4 (333-34585) dated November
       12, 1997 (AS-4@)
4.11     $190,000,000 9 7/8% Series A Senior Notes due 2007
       Registration Rights Agreement, dated July 25, 1997,
       by and among Jordan Telecommunication Products,
       Inc., Jefferies & Company, Inc., Donaldson, Lufkin &
       Jenrette Securities Corporation and Smith Barney,
       Inc. (Incorporated by reference to Exhibit 4.11 of
       the registrants registration statements on Form S-4
       (333-34585) dated November 12, 1997 (AS-4@)
4.12     $120,000,000 11 :% Series A Senior Discount Notes
       due 2007 Registration Rights Agreement, dated July
       25, 1997, between Jordan Telecommunication Products,
       Inc. and Jefferies & Company, Inc. (Incorporated by
       reference to Exhibit 4.12 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
4.13     $25,000,000 13 3% Series A Senior Exchangeable
       Preferred Stock due 2009 Registration Rights
       Agreement, dated July 25, 1997, between Jordan
       Telecommunication Products, Inc. and Jefferies &
       Company, Inc. (Incorporated by reference to Exhibit
       4.13 of the registrants registration statements on
       Form S-4 (333-34585) dated November 12, 1997 (AS-4@)
4.14     Subscription Agreement, dated July 21, 1997, by and
       among Jordan Telecommunication Products, Inc. and
       the investors listed thereto  (Incorporated by
       reference to Exhibit 4.14 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
4.15     Management Subscription Agreement, dated July 21,
       1997, between Jordan Telecommunication Products,
       Inc. and Dominic Pileggi  (Incorporated by reference
       to Exhibit 4.15 of the registrants registration
       statements on Form S-4 (333-34585) dated November
       12, 1997 (AS-4@)
4.16     Stockholders Agreement, dated July 21, 1997, by and
       among Jordan Telecommunication Products, Inc. and
       the Stockholders listed thereto  (Incorporated by
       reference to Exhibit 4.16 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
10.1     Revolving Credit Agreement, dated July 25, 1997, by
       and among JTP Industries, Inc., the lenders listed
       thereto and BankBoston, N.A., as Agent
       (Incorporated by reference to Exhibit 10.1 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
10.2     Tax Sharing Agreement, dated July 29, 1994 and
       Additional Subsidiary Agreement dated July 25, 1997
       by and among the signatories thereto  (Incorporated
       by reference to Exhibit 10.2 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)

<PAGE>

10.3     Properties Services Agreement, dated July 25, 1997,
       by and among JTP Properties, Inc., and Jordan
       Industries, Inc., and the other signatories thereto
       (Incorporated by reference to Exhibit 10.3 of the
       registrants registration statements on Form S-4 (333-
       34585) dated November 12, 1997 (AS-4@)
10.4     Transition Agreement, dated July 25, 1997, between
       Jordan Telecommunication Products, Inc. and Jordan
       Industries, Inc. (Incorporated by reference to
       Exhibit 10.4 of the registrants registration
       statements on Form S-4 (333-34585) dated November
       12, 1997 (AS-4@)
10.5     New Subsidiary Advisory Agreement, dated July 25,
       1997, by and among Jordan Telecommunication
       Products, Inc. and Jordan Industries, Inc. and the
       other signatories thereto  (Incorporated by
       reference to Exhibit 10.5 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
10.6     New Subsidiary Consulting Agreement, dated July 25,
       1997, by and among Jordan Telecommunication
       Products, Inc. and Jordan Industries, Inc. and the
       other signatories thereto  (Incorporated by
       reference to Exhibit 10.6 of the registrants
       registration statements on Form S-4 (333-34585)
       dated November 12, 1997 (AS-4@)
10.7     Form of Indemnification Agreement, dated July 25,
       1997, between Jordan Telecommunication Products,
       Inc. and its directors  (Incorporated by reference
       to Exhibit 10.7 of the registrants registration
       statements on Form S-4 (333-34585) dated November
       12, 1997 (AS-4@)
10.8     Acquisition Agreement for Telephone Services of
       Florida (ATSI@)
25.1     Statement of Eligibility of Trustee for 9 7/8%
       Senior Notes due 2007, 11 :% Discount Notes due 2007
       and 13 3% Subordinated Preferred Stock Exchange
       Notes due 2009 (Incorporated by reference to Exhibit
       25.1 of the registrants registration statements on
       Form S-4 (333-34585) dated November 12, 1997 (AS-4@)

<PAGE>

                      Schedule II
                                                       
                                                       
        JORDAN TELECOMMUNICATION PRODUCTS, INC.
           VALUATION AND QUALIFYING ACCOUNTS
                (Dollars in Thousands)
                           
     
     
                                     Additi   Uncollec             
                           Balanc   ons      tible            
                            e at   Charge  Balances        Balanc
                           Beginn   d to    Written         e at
                           ing of  Costs    Off Net  Othe  end of
                           Period   and       of      r    Period
                                   Expens  Recoveri
                                     es       es
                                                                     
Year Ended December 31,
1996:
Allowance for doubtful                                               
accounts                     172     270       (95)  154     501
Valuation for deferred                                               
tax assets                 3,165     -0-        -0-  738   3,903
Inventory reserves             25      248       (160)   184      297
                                                                     
Year Ended December 31,
1997:
Allowance for doubtful                                               
accounts                     501     539      (238)   65     867
Valuation for deferred                                               
tax assets                 3,903     -0-        -0-  8,36   12,267
                                                       4
Inventory reserves            297      688       (270)   -0-      715
                                                                     
Year Ended December 31,
1998
Allowance for doubtful                                               
accounts                     867     751      (414)   34   1,238
Valuation for deferred                                               
tax assets                 12,267     -0-        -0-  11,7   24,028
                                                      61
Inventory reserves            715      908       (764)   -0-      859