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                                                                    EXHIBIT 4(b)

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 18, 2004, is
between JORDAN INDUSTRIES, INC., an Illinois corporation (the "Company"), and
U.S. BANK NATIONAL ASSOCIATION, as trustee (herein called the "Trustee").

                              PRELIMINARY STATEMENT

         The Company and the Trustee have entered into an Indenture, dated as of
March 22, 1999 (the "Indenture") with respect to the Company's Series D 10.375%
Senior Notes due 2007 (the "Securities"). Capitalized terms used herein but not
otherwise defined herein shall have the meanings given them in the Indenture.

         Section 9.2 of the Indenture provides that, under certain
circumstances, a supplemental indenture may be entered into by the Company and
the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Securities. In accordance with the
terms of Sections 9.2 and 9.6 of the Indenture, the Company has, by resolution
of the Board of Directors, authorized this First Supplemental Indenture. The
Trustee has determined that this First Supplemental Indenture is in form
satisfactory to it.

         The Company has solicited consents to proposed amendments to the
Indenture pursuant to the Offering Memorandum/Consent Solicitation Statement,
dated January 15, 2003 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Offering Memorandum/Consent Solicitation
Statement"). This First Supplemental Indenture evidences the proposed amendments
described in the Offering Memorandum/Consent Solicitation Statement.

         All things necessary to make this First Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
issued under the Indenture from and after the date of this First Supplemental
Indenture, as follows:

         Section  1.       Amendments to the Indenture

         The following definitions are amended and restated in their entirety,
or added to Section 1.1 of the Indenture in their alphabetically appropriate
place, as applicable, to read as follows (deletions are indicated by a line
through the deleted text and new language is indicated by a double underline):

         "JII Holdings" means JII Holdings, LLC, a Delaware limited liability
company and wholly owned subsidiary of the Company.

         "JII Holdings Finance" means JII Holdings Finance Corporation, a
Delaware corporation.

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         "JII Holdings Indenture" means the Indenture, dated as February 18,
2004, by and among the Company, JII Holdings, JII Holdings Finance and U.S. Bank
National Association with respect to the JII Holdings Notes.

         "JII Holdings Notes" means the 13% Senior Secured Notes due 2007 of JII
Holdings and JII Holdings Finance issued pursuant to the JII Holdings Indenture.

         "Other Permitted Indebtedness" means:

                  (i)      Indebtedness of the Company and its Restricted
                           Subsidiaries existing as of the Issue Date and all
                           related Obligations as in effect on such date
                           (including the Series B Notes, the Discount
                           Debentures and the Securities);

                  (ii)     Indebtedness of the Company and its Restricted
                           Subsidiaries in respect of bankers' acceptances and
                           letters of credit (including, without limitation,
                           letters of credit in respect of workers' compensation
                           claims) Issued in the ordinary course of business, or
                           other Indebtedness in respect of reimbursement-type
                           obligations regarding workers' compensation claims;

                  (iii)    Refinancing Indebtedness, provided that:

                           (A)      the principal amount of such Refinancing
                                    Indebtedness shall not exceed the
                                    outstanding principal amount of Indebtedness
                                    (including unused commitments) so extended,
                                    refinanced, renewed, replaced, substituted
                                    or refunded plus any amounts incurred to pay
                                    premiums, fees and expenses in connection
                                    therewith,

                           (B)      except for the JII Holdings Notes, the
                                    Refinancing Indebtedness shall have a
                                    Weighted Average Life to Maturity equal to
                                    or greater than the Weighted Average Life to
                                    Maturity of the Indebtedness being extended,
                                    refinanced, renewed, replaced, substituted
                                    or refunded, and

                           (C)      in the case of Refinancing Indebtedness for
                                    subordinated Indebtedness, such Refinancing
                                    Indebtedness shall be subordinated to the
                                    Securities at least to the same extent as
                                    the Indebtedness being extended, refinanced,
                                    renewed, replaced, substituted or refunded;

                  (iv)     intercompany Indebtedness of and among the Company
                           and its Restricted Subsidiaries (excluding guarantees
                           by Restricted Subsidiaries of Indebtedness of the
                           Company not Issued in compliance with Section 4.15);

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                  (v)      Indebtedness of the Company and its Restricted
                           Subsidiaries Issued in connection with making
                           permitted Restricted Payments under clause (iv) or
                           (v) of Section 4.5(b) and guarantees by the Company
                           of Capital Lease Obligations of the Company's
                           Nonrestricted Subsidiaries up to the aggregate amount
                           permitted by clause (xv) of Section 4.5(b);

                  (vi)     Indebtedness of any Nonrestricted Subsidiary;
                           provided that such Indebtedness is nonrecourse to the
                           Company and its Restricted Subsidiaries and the
                           Company and its Restricted Subsidiaries have no
                           Obligations with respect to such Indebtedness;

                  (vii)    Indebtedness of the Company and its Restricted
                           Subsidiaries under Hedging Obligations;

                  (viii)   Indebtedness of the Company and its Restricted
                           Subsidiaries arising from the honoring by a bank or
                           other financial institution of a check, draft or
                           similar instrument inadvertently (except in the case
                           of daylight overdrafts, which will not be, and will
                           not be deemed to be, inadvertent) drawn against
                           insufficient funds in the ordinary course of
                           business;

                  (ix)     Indebtedness of any Person at the time it is acquired
                           as a Restricted Subsidiary; provided that such
                           Indebtedness was not Issued by such Person in
                           connection with or in anticipation of such
                           acquisition and that such Indebtedness is nonrecourse
                           to the Company and any other Restricted Subsidiary
                           and the Company and such other Restricted
                           Subsidiaries have no Obligations with respect to such
                           Indebtedness;

                  (x)      guarantees by Restricted Subsidiaries of Indebtedness
                           of any Restricted Subsidiary if the Indebtedness so
                           guaranteed is permitted under this Indenture;

                  (xi)     guarantees by a Restricted Subsidiary of Indebtedness
                           of the Company if the Indebtedness so guaranteed is
                           permitted under this Indenture and the Securities are
                           guaranteed by such Restricted Subsidiary to the
                           extent required by Section 4.15;

                  (xii)    guarantees by the Company of Indebtedness of any
                           Restricted Subsidiaries if the Indebtedness so
                           guaranteed is permitted under this Indenture;

                  (xiii)   Indebtedness of the Company and its Restricted
                           Subsidiaries Issued in connection with performance,
                           surety, statutory, appeal or similar bonds in the
                           ordinary course of business; and

                  (xiv)    Indebtedness of the Company and its Restricted
                           Subsidiaries Issued in connection with agreements
                           providing for indemnification, purchase price

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                           adjustments and similar obligations in connection
                           with the sale or disposition of any of their
                           business, properties or assets.

         "Permitted Liens" means:

         (a) with respect to the Company and the Restricted Subsidiaries,

                  (1)      Liens for taxes, assessments, governmental charges or
                           claims which are being contested in good faith by
                           appropriate proceedings promptly instituted and
                           diligently conducted and if a reserve or other
                           appropriate provision, if any, as shall be required
                           in conformity with GAAP shall have been made
                           therefor;

                  (2)      statutory Liens of landlords and carriers',
                           warehousemen's, mechanics', suppliers',
                           materialmen's, repairmen's or other like Liens
                           arising in the ordinary course of business and with
                           respect to amounts not yet delinquent or being
                           contested in good faith by appropriate proceedings if
                           a reserve or other appropriate provision, if any, as
                           shall be required in conformity with GAAP shall have
                           been made therefor;

                  (3)      Liens incurred on deposits made in the ordinary
                           course of business in connection with workers'
                           compensation, unemployment insurance and other types
                           of social security;

                  (4)      Liens incurred on deposits made to secure the
                           performance of tenders, bids, leases, statutory
                           obligations, surety and appeal bonds, government
                           contracts, performance and return of money bonds and
                           other obligations of a like nature incurred in the
                           ordinary course of business (exclusive of obligations
                           for the payment of borrowed money);

                  (5)      easements, rights-of-way, zoning or other
                           restrictions, minor defects or irregularities in
                           title and other similar charges or encumbrances not
                           interfering in any material respect with the business
                           of the Company or any of its Restricted Subsidiaries
                           incurred in the ordinary course of business;

                  (6)      Liens (including extensions, renewals and
                           replacements thereof) upon property acquired (the
                           "Acquired Property") after the Issue Date, provided
                           that

                           (A)      any such Lien is created solely for the
                                    purpose of securing Indebtedness
                                    representing, or Issued to finance,
                                    refinance or refund, the cost (including the
                                    cost of construction) of the Acquired
                                    Property,

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                           (B)      the principal amount of the Indebtedness
                                    secured by such Lien does not exceed 100% of
                                    the cost of the Acquired Property,

                           (C)      such Lien does not extend to or cover any
                                    property other than the Acquired Property
                                    and any improvements on such Acquired
                                    Property, and

                           (D)      the Issuance of the Indebtedness to purchase
                                    the Acquired Property is permitted by
                                    Section 4.7;

                  (7)      Liens in favor of customs and revenue authorities
                           arising as a matter of law to secure payment of
                           customs duties in connection with the importation of
                           goods;

                  (8)      judgment and attachment Liens not giving rise to an
                           Event of Default;

                  (9)      leases or subleases granted to others not interfering
                           in any material respect with the business of the
                           Company or any of its Restricted Subsidiaries;

                  (10)     Liens encumbering customary initial deposits and
                           margin deposits, and other Liens incurred in the
                           ordinary course of business and that are within the
                           general parameters customary in the industry, in each
                           case securing Indebtedness under Hedging Obligations;

                  (11)     Liens encumbering deposits made to secure obligations
                           arising from statutory, regulatory, contractual or
                           warranty requirements of the Company or its
                           Restricted Subsidiaries;

                  (12)     Liens arising out of consignment or similar
                           arrangements for the sale of goods entered into by
                           the Company or its Restricted Subsidiaries in the
                           ordinary course of business;

                  (13)     any interest or title of a lessor in property subject
                           to any Capital Lease Obligation or operating lease;

                  (14)     Liens arising from filing Uniform Commercial Code
                           financing statements regarding leases;

                  (15)     Liens existing on the Issue Date and any extensions,
                           renewals or replacements thereof;

                  (16)     any Lien granted to the Trustee under this Indenture
                           and any substantially equivalent Lien granted to any
                           trustee or similar institution under any indenture
                           for senior Indebtedness permitted by the terms of
                           this Indenture; and

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                  (17)     any Lien granted to secure (a) the JII Holdings Notes
                           and (b) any guarantee of the JII Holdings Notes.

         (b)      with respect to the Restricted Subsidiaries,

                  (1)      Liens securing Restricted Subsidiaries' reimbursement
                           Obligations with respect to letters of credit that
                           encumber documents and other property relating to
                           such letters of credit and the products and proceeds
                           thereof;

                  (2)      Liens securing Indebtedness Issued by Restricted
                           Subsidiaries if such Indebtedness is permitted by (A)
                           Section 4.7(a), (B) Section 4.7(b)(i), (b)(ii),
                           (b)(iii) or (b)(iv), or (C) clause (i), (iii) (to the
                           extent the Indebtedness subject to such Refinancing
                           Indebtedness was subject to Liens), (vii), (ix) or
                           (x) of the definition of Other Permitted
                           Indebtedness;

                  (3)      Liens securing intercompany Indebtedness Issued by
                           any Restricted Subsidiary to the Company or another
                           Restricted Subsidiary;

                  (4)      additional Liens at any one time outstanding with
                           respect to assets of the Restricted Subsidiaries the
                           aggregate fair market value of which does not exceed
                           $10,000,000 (the fair market value of any such asset
                           is to be determined on the date such Lien is granted
                           on such asset); and

                  (5)      Liens securing guarantees by Restricted Subsidiaries
                           of Indebtedness Issued by the Company if such
                           guarantees are permitted by clause (xi) (but only in
                           respect of the property, rights and assets of the
                           Restricted Subsidiaries Issuing such guarantees) of
                           the definition of Other Permitted Indebtedness; and

         (c)      with respect to the Company,

                  (1)      Liens securing Indebtedness Issued by the Company
                           under the Credit Agreement if such Indebtedness is
                           permitted by Section 4.7 (including, but not limited
                           to, Indebtedness Issued by the Company under the
                           Credit Agreement pursuant to Section 4.7(b)(i) and/or
                           (iv));

                  (2)      Liens securing Indebtedness of the Company if such
                           Indebtedness is permitted by clauses (i), (iii) (to
                           the extent the Indebtedness subject to such
                           Refinancing Indebtedness is subject to Liens) or
                           (vii) of the definition of Other Permitted
                           Indebtedness; and

                  (3)      Liens securing guarantees by the Company of
                           Indebtedness Issued by Restricted Subsidiaries if (x)
                           such Indebtedness is permitted by Section 4.7
                           (including, but not limited to, Indebtedness Issued
                           by Restricted Subsidiaries under the Credit Agreement
                           pursuant to Sections 4.7(b)(i) and/or (v)) and (y)
                           such guarantees are permitted by clause (xii) (but
                           only

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                           in respect of Indebtedness Issued by the Restricted
                           Subsidiaries under the Credit Agreement pursuant to
                           Section 4.7) of the definition of Other Permitted
                           Indebtedness;

provided, however, that, notwithstanding any of the foregoing, the Permitted
Liens referred to in clause (c) of this definition shall not include any Lien on
Capital Stock of Restricted Subsidiaries held by the Company (as distinguished
from Liens on Capital Stock of Restricted Subsidiaries held by other Restricted
Subsidiaries) other than Liens securing (A) Indebtedness of the Company Issued
under the Credit Agreement pursuant to Section 4.7 and any permitted Refinancing
Indebtedness of such Indebtedness and (B) guarantees by the Company of
Indebtedness Issued by Restricted Subsidiaries under the Credit Agreement
pursuant to Section 4.7 and any permitted Refinancing Indebtedness of such
Indebtedness.

         Section 2.        Effectiveness; Termination

         (a)      This First Supplemental Indenture is entered into pursuant to
and consistent with Section 9.2 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of each
Holder pursuant to clauses (1) through (6) of the last paragraph of Section 9.2.

         (b)      This First Supplemental Indenture shall become effective and
binding on the Company, the Trustee and the Holders of the Securities upon the
execution and delivery by the parties to this First Supplemental Indenture;
provided, however, that the provisions of the Indenture referred to in Section 1
above (such provisions being referred to as the "Amended Provisions") will
remain in effect in the form they existed prior to the execution of this First
Supplemental Indenture, and the deletions and the amendments to the Amended
Provisions will not become operative, and the terms of the Indenture will not be
amended, modified or deleted, in each case, until the closing of the Exchange
Offer (as defined in the Offering Memorandum/Consent Solicitation Statement)(the
"Operative Date").

         Section 3.        Reference to and Effect on the Indenture.

         (a)      On and after an Operative Date, each reference in the
Indenture to "the Indenture," "this Indenture," "hereunder," "hereof" or
"herein" shall mean and be a reference to the Indenture as supplemented by this
First Supplemental Indenture unless the context otherwise requires.

         (b)      Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed.

         Section 4.        Governing Law.

         This First Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York, without reference to the conflict of laws provisions thereof.

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         Section 5.        Counterparts and Methods of Execution.

         This First Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties, notwithstanding that all parties have not signed the same
counterpart.

         Section 6.        Titles.

         Section titles are for descriptive purposes only and shall not control
or alter the meaning of this First Supplemental Indenture as set forth in the
text.

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         IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized all as of the day and year first above written.

                                            JORDAN INDUSTRIES, INC.

                                            By: /s/ Gordon L. Nelson, Jr.
                                            Name: Gordon L. Nelson, Jr.
                                            Title: Senior Vice President

                                            U.S. BANK NATIONAL ASSOCIATION, as
                                            Trustee

                                            By: /s/ Richard H. Prokosch
                                            Name: Richard H. Prokosch
                                            Title: Vice President

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