SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

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


                            FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
               THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended March 31, 1997   Commission File Number 33-24317

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

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

      ArborLake 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

Former name, former address and former fiscal year, if changed since last
report:  Not applicable.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past ninety (90) days.

                    Yes  X         No     

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

     The number of shares outstanding of Registrant's Common Stock as of May 14,
1997: 95,001.0004.


                              PAGE 2

                     JORDAN INDUSTRIES, INC.

                              INDEX


Part I.                                                Page No.

     Financial Information

     Condensed Consolidated Balance Sheets
      at March 31, 1997, and December 31, 1996                 3

     Condensed Consolidated Statements of Operations
      for the Three Months Ended March 31, 1997  
      and 1996                                                 4

     Condensed Consolidated Statements of Cash Flows
      for the Three Months Ended March 31, 1997   
      and 1996                                                 5

     Notes to Condensed Consolidated Financial 
      Statements                                               6

     Management's Discussion and Analysis of
      Financial Condition and Results of Operations          10


Part II.

     Other Information                                        15

     Signatures                                               16

<PAGE>

                              PAGE 3

                     JORDAN INDUSTRIES, INC.
              CONDENSED CONSOLIDATED BALANCE SHEETS
                (ALL DOLLAR AMOUNTS IN THOUSANDS)
                                                                       
                                                March 31,    December 31,
                                                  1997           1996    
                                               (unaudited) 
ASSETS
Current Assets:
  Cash and cash equivalents                    $ 30,522       $ 32,797
  Accounts receivable, net                       87,647         89,301 
  Inventories                                    98,898        108,132
  Prepaid expenses and other current assets      11,569          9,703
     Total Current Assets                       228,636        239,933

Property, plant and equipment, net              102,821        111,040
Investments in and advances to affiliates        17,956         14,222
Goodwill, net                                   267,606        266,436 
Other assets                                     48,575         50,254
     Total Assets                              $665,594       $681,885

LIABILITIES AND NET CAPITAL DEFICIENCY
Current Liabilities:
  Notes payable - lines of credit              $      -       $    856
  Accounts payable                               42,666         47,036
  Accrued liabilities                            46,605         57,910
  Advance deposits                                4,825          1,900
  Current portion of long-term debt               8,464          8,752
     Total Current Liabilities                  102,560        116,454

Long-term debt                                  692,819        687,936
Other non-current liabilities                     4,236          3,572
Deferred income taxes                          1,897        1,444
Minority interest                                 1,799            885
Net Capital Deficiency:
  Common stock                                        1              1
  Additional paid-in capital                      2,556          4,432
  Note receivable from officer                (1,460)      (1,460)
  Accumulated deficit                          (138,814)      (131,379)
     Total Net Capital Deficiency              (137,717)      (128,406)
     Total Liabilities and Net Capital  
      Deficiency                               $665,594       $681,885


See accompanying notes to condensed consolidated financial statements.


                              PAGE 4

                     JORDAN INDUSTRIES, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (unaudited)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)


                                                                             
                                                 THREE MONTHS ENDED 
                                                      March 31,       
                                                   1997      1996 

Net sales                                        $151,543 $120,743
Cost of sales, excluding depreciation              95,693   74,103           
Selling, general and administrative
  expenses                                         33,095   30,013

Depreciation                                        4,377    4,064
Amortization of goodwill and other
 intangibles                                        3,251    2,409
Management fees and other                           1,152    1,023 
      
     Operating income                              13,975    9,131 

Other (income) and expenses:
  Interest expense                                 18,576   13,990 
  Interest income                                    (713)    (684)
  Other                                               263        -
     Total other expenses                          18,126   13,306 

     Loss before income taxes, minority
     interest, equity in investee and
      extraordinary items                          (4,151)  (4,175) 
Provision (benefit) for income taxes                  277   (1,115)
Loss before minority interest, equity in
 investee, and extraordinary items                 (4,428)  (3,060)          
Minority interest                                     388     (776)
Equity in investee                                    785        -
     Loss before extraordinary item                (5,601)  (2,284)
Extraordinary item, net of tax                        319        -
     Net loss                                    $ (5,920)$ (2,284)
 


See accompanying notes to condensed consolidated financial statements.

<PAGE>
                              PAGE 5
                     JORDAN INDUSTRIES, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)

                                                     THREE MONTHS ENDED 
                                                           March 31,     
                                                      1997        1996   
Cash flows from operating activities:
 Net loss                                          $ (5,920)   $ (2,284)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation and amortization                    7,614       7,261
     Provision for (benefit from) deferred
       income taxes                                     453      (1,115)
     Amortization of deferred financing fees          1,046           -
     Minority interest                                  388        (776)
     Non-cash interest                                3,233       2,884
     Equity in investee                                 785           -
     Extraordinary item                                 319           -   
     Changes in operating assets and 
      liabilities net of effects from 
      acquisitions:
        Increase in current assets                   (6,978)       (148)
        Decrease in current liabilities              (3,597)    (16,471)
        Increase in non-current assets               (1,404)     (3,856)
        Increase in non-current liabilities             663           -

        Net cash used in operating activities        (3,398)    (14,505)

Cash flows from investing activities:
   Capital expenditures                              (3,429)     (3,523)
   Advances to affiliates                            (1,133)     (1,916)
   Acquisitions of minority interests and other           -         (81)
   Acquisition of subsidiaries                       (4,100)    (38,200)
        Net cash used in investing activities        (8,662)    (43,720)

Cash flows from financing activities:
   Proceeds from revolving credit facilities, net    13,500      11,173
   Proceeds from debt issuance - MK Holdings, Inc.        -      20,000
   Repayment of long-term debt                       (2,821)     (3,394)
   Other                                               (639)        302 
     Net cash provided by financing activities       10,040      28,081 

Foreign currency translation                           (255)          -
Net decrease in cash and cash equivalents            (2,275)    (30,144)
Cash and cash equivalents at beginning of 
 period                                              32,797      41,253
Cash and cash equivalents at end of period        $  30,522    $ 11,109

Cash paid during the period for:
     Interest                                     $  15,813    $ 17,103
     Income Taxes, net                            $   1,138    $    903
Non-cash investing activities:
     Capital leases                                $    918    $      -

See accompanying notes to condensed consolidated financial statements.

                              PAGE 6

                     JORDAN INDUSTRIES, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)



A.  Organization

The unaudited condensed consolidated financial statements, which reflect all
adjustments that management believes necessary to present fairly the results of
interim operations, should be read in conjunction with the Notes to the
Consolidated Financial Statements (including the Summary of Significant
Accounting Policies) included in the Company's audited consolidated financial
statements for the year ended December 31, 1996, which are included in the
Company's Annual Report filed on Form 10-K for such year (the "1996 10-K"). 
Results of operations for the interim periods are not necessarily indicative of
annual results of operations.

B.  Inventories

Inventories are summarized as follows:
                                                 March 31,    December 31,
                                                   1997           1996   
     Raw materials                                $29,591       $ 26,682 
     Work-in-process                               12,180         12,274 
     Finished goods                                57,127         69,176
                                                  $98,898       $108,132

C.  Notes and other receivables from affiliates and investment in affiliate

On January 21, 1997, Welcome Home filed for Chapter 11 bankruptcy protection
(see Note F).  As a result of the Chapter 11 filing, the Company no longer
consolidates Welcome Home in its financial statements as of January 21, 1997,
the date of the filing.  Receivables from Welcome Home owed to the Company or
its subsidiaries were $3,734 as of March 31, 1997.

On May 15, 1995, the Company purchased $7,500 aggregate principal amount of
Subordinated Notes and 75.6133 shares of Junior Class A PIK Preferred Stock of
Fannie May Holdings, Inc. ("Fannie May") at face value for $9,071.

The Company also acquired 151.28 shares of Common Stock of Fannie May
(representing 15.1% of the outstanding Common Stock of Fannie May on a fully
diluted basis) for $151.  These shares of Fannie May Common Stock were purchased
from the John W. Jordan II Revocable Trust.  On June 28, 1995, the Company
purchased from The First National Bank of Chicago $7,000 aggregate principal
amount of participation in term loans of Archibald Candy Corporation, a wholly
owned subsidiary of Fannie May, for $7,000, and agreed to purchase up to an
additional $3,000 aggregate principal amount of such participation, depending
upon the financial performance of Fannie May.  The additional $3,000 obligation
is secured by a pledge from the Company with a $3,000 certificate of deposit
purchased by the Company.

                              PAGE 7
                     JORDAN INDUSTRIES, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (dollars in thousands)

Fannie May's Chief Executive Officer is Mr. Quinn, and its stockholders include
Mr. Jordan, Mr. Quinn, Mr. Zalaznick, and Mr. Boucher, who are directors and
stockholders of the Company, as well as other partners, principals and
associates of The Jordan Company, who are also stockholders of the Company.
Fannie May, which is also known as "Fannie May Candies", is a manufacturer and
marketer of kitchen-fresh, high-end boxed chocolates through its 375 company-
owned retail stores and through specialty sales channels.  Its products are
marketed under both the "Fannie May Candy" and "Fanny Farmer Candy" names.

On July 29, 1996, Mr. Jordan purchased $2,000 of the Fannie May Subordinated
Notes from the Company at face value plus accrued interest.

D.  Accounting for Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of the Company's deferred tax liabilities and assets as of March 31, 1997 and
1996, are as follows:
                                   March 31,      December 31,
                                     1997             1996   
Deferred tax liabilities

Tax over book depreciation              $ 7,187         $ 7,346
Basis in subsidiary                         798             798
Lifo reserve                                147             147
Intercompany tax gain                     2,500           2,500
Other                                       691             311
     Total deferred tax liabilities      11,323          11,102

Deferred tax assets

NOL carryforwards                        29,100          28,900
Accrued interest on discount debentures  13,362          12,262
Stock Appreciation Rights Agreements      3,162           3,162
Pension obligation                          162             174
Vacation accrual                            417             591
Uniform capitalization of inventory         586             472
Allowance for doubtful accounts           1,219           1,020
Capital lease obligations                   296             343
Tax asset basis over book basis at
  subsidiary                              2,500           2,500
Other                                       167             248
     Total deferred tax assets           50,971          49,672
Valuation allowance for deferred
 tax assets                             (41,545)        (40,014)
     Net deferred tax assets              9,426           9,658
     Net deferred tax         
      liabilities                       $ 1,897        $  1,444 


                              PAGE 8

                     JORDAN INDUSTRIES, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)

E.  Acquisition of Subsidiaries

On January 8, 1997, Beemak purchased the net assets of Arnon-Caine, Inc. ("ACI")
a designer and distributor of modular storage systems primarily for sale to
wholesale home centers and hardware stores.  ACI subcontracts its production to
third party injection molders located primarily in Southern California, which
use materials and machines similar to those used by Beemak.  By early 1998, 
Beemak will serve as ACI's primary supplier.  The Company believes that the
integration of ACI into Beemak's operations will provide for future manufactur-
ing cost savings as well as synergistic marketing efforts.

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

F.  Welcome Home Chapter 11 Filing

On January 21, 1997, Welcome Home filed a voluntary petition for relief under
Chapter 11 ("Chapter 11") of title 11 of the United States code in the United
States Bankruptcy Court for the Southern District of New York ("Bankruptcy
Court").  In Chapter 11, Welcome Home will continue to manage its affairs and
operate its business as a debtor-in-possession while it develops a reorganiza-
tion plan that will restructure its operations and allow it to emerge from
Chapter 11. As a debtor-in-possession in Chapter 11, Welcome Home may not engage
in transactions outside of the ordinary course of business without approval of
the Bankruptcy Court.

Subsequent to the filing, Welcome Home reached an agreement with Fleet Capital
Corporation to provide secured debtor-in-possession financing in the form of a
credit facility.  The credit facility provides for borrowings dependent upon
Welcome Home's level of inventory with maximum borrowings of $12,750.  The
agreement grants a security interest in substantially all assets.  Advances
under the facility bear interest at the prime rate plus 1.5%.  The agreement
will terminate on March 31, 1998.

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

Cape Craftsmen, a consolidated subsidiary of the Company, would also be
adversely affected by a liquidation of Welcome Home.  Currently 68% of Cape's
sales are to Welcome Home.  Net assets included in the consolidated financial
statements are $3,800 which includes an $1,800 receivable from Welcome Home.    

G.  Subsequent Event

On April 2, 1997, the Company privately placed approximately $214,000 aggregate
principal amount of 11.75% Series A Senior Subordinated Discount Debentures due
2009 (the "Series A Debentures"), at 56.52% of such principal amount. The
Series 

                              PAGE 9

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (UNAUDITED)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)


A Debentures are eligible for resale under Rule 144A of the Securities Act of
1933, as amended (the "Securities Act").  The Company placed the Series A
Debentures to refinance substantially all of the $133,075 aggregate principal
amount of its 11.75% Senior Subordinated Discount Debentures due 2005.  In
addition, the Company filed a registration statement under the Securities Act in
connection with an offer to exchange 11.75% Series B Senior Subordinated
Discount Debentures due 2009 for its Series A Debentures.

H.  Payment of Stock Appreciation Rights

In March 1992, a subsidiary of the Company entered into an agreement with its
minority shareholders whereby the shareholders would exchange their common
stock, which amounted to a 24% interest, for 7% cumulative preferred stock,
covenants not to compete, and stock appreciation rights agreements.  The total
consideration paid for this minority interest was $12,381.

Additionally, the former shareholders were granted stock appreciation rights
exercisable in full or in part on the occurrence of the disposition by merger or
otherwise, in one or more transactions of (a) more than 50% of the voting power
and/or value of the capital stock of the subsidiary or (b) all or substantially
all the business or assets of the subsidiary.  The value of the stock
appreciation rights is based on the ultimate sales price of the stock or assets
of the subsidiary, and is essentially 15% of the ultimate sales price, less
$15,625, of the stock or assets sold.

On April 10, 1997, the Company paid the former shareholders pursuant to an
agreement ("The Redemption Agreement"), as if the subsidiary was sold for
$110,000.  The former shareholders received $9,438 in cash and a deferred
payment of $4,719 over five years at 8% interest.  The Redemption Agreement
also requires that the $1,875 of remaining preferred stock be redeemed one
year from the date of the agreement.

If at any time prior to April 30, 1998, the Company has received offering
proceeds from the registration of any shares of common stock of the subsidiary
(the "IPO"), the Company will pay the former shareholders an additional $2,250.

If the Company has not received proceeds from the IPO, the former shareholders
will receive a special bonus of 25% of the subsidiary's 1997 gross profit (as
defined) in excess of $30,000.

As consideration for the signing of the Redemption Agreement, the former
shareholders will receive total non-compete payments of $352 payable over the
next thirteen months. 


                             PAGE 10

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (UNAUDITED)
                (ALL DOLLAR AMOUNTS IN THOUSANDS)




                                           QUARTER ENDED MARCH 31,     
                                                1997      1996 

Net Sales:
Specialty Printing & Labeling                 $23,216    $16,944         
Motors and Gears                               31,519     28,087  
Telecommunications Products                    47,466     24,463
Welcome Home (c)                                2,456     12,483
Consumer and Industrial Products               46,886     38,766          
     Total                                   $151,543   $120,743       

Operating Income (Loss) (a):
Specialty Printing & Labeling                $    377   $   (751)         
Motors and Gears                                7,093      6,776          
Telecommunications Products                     6,450      5,060          
Welcome Home (c)                               (1,107)    (3,030)
Consumer and Industrial Products                5,942      5,288
     Total                                   $ 18,755   $ 13,343         

Operating Margins (b):
Specialty Printing & Labeling                    1.6%     (4.4)%          
Motors and Gears                                22.5      24.1   
Telecommunications Products                     13.6      20.7          
Welcome Home                                   (45.1)    (24.3)   
Consumer and Industrial Products                12.7      13.6
Consolidated (a)                                12.4      11.1

                    

(a)  Before corporate overhead of $4,780 and $4,212 for the three months ended
     March 31, 1997 and 1996, respectively.

(b)  Operating margin is operating income divided by net sales.

(c)  For the period from January 1, 1997 to January 21, 1997, the date of the
     Chapter 11 filing.  See Footnote F.

The following discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the 1996 10-K and the financial statements and the related notes
thereto which are included elsewhere in this quarterly report.


<PAGE>
                             PAGE 11

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Summarized below are the net sales, operating income and operating margins (as
defined) for each of the Company's business segments for the first quarter ended
March 31, 1997 and 1996.  This discussion reviews the foregoing segment data and
certain of the consolidated financial data for the Company.

     Specialty Printing and Labeling.  As of March 31, 1997, the Specialty
Printing and Labeling group consisted of SPAI, Valmark, Pamco, and Seaboard.

Net sales increased $6.3 million or 37.0%.  The increase is due to the
acquisition of Seaboard in May 1996, $6.8 million, and higher sales of
rollstock, membrane switches, and screenprint at Valmark, $.7 million.
Partially offsetting these increases are lower sales of shielding devices at
Valmark, $.8 million, lower label sales at Pamco, $.1 million, and decreased
sales of calendars and corporate recognition products at SPAI, $.2 million, and
$.1 million, respectively.

Operating income increased $1.1 million or 152.2%.  The increase is due to the
acquisition of Seaboard, which contributed $1.2 million to operating income, and
higher operating income at SPAI, $.2 million.  These increases were partially
offset by lower operating income at Valmark, $.1 million, and Pamco, $.2
million. The increase in operating income at SPAI is due to lower operating
costs, while the decreases at Pamco and Valmark are due to lower sales.  The
consolidated operating margin improved to 1.6% from (4.3%) due primarily to the
acquisition of Seaboard.

     Motors and Gears.  As of March 31, 1997, the Motors and Gears group
consisted of Imperial, Scott, Gear, and Merkle-Korff.  Effective January 1997,
Colman Motor Products became fully integrated into Merkle-Korff.

Net sales increased $3.4 million or 12.2%.  The increase is due to increased
sales of sub-fractional motors at Merkle-Korff, $6.2 million, primarily the
result of the acquisition of Barber-Colman in March 1996, and higher sales of
gears and gear boxes at Gear, $.3 million.  These sales increases were partially
offset by lower sales of fractional and integral motors at Imperial and Scott,
$3.1 million.

Operating income increased $.3 million or 4.7%.  The increase in operating
income is due to higher operating income at Merkle-Korff, $1.2 million,
partially offset by lower operating income at Imperial and Scott, $.9 million.
The increase at Merkle-Korff is due primarily to the acquisition of Barber-
Colman, while the decrease at Imperial and Scott are attributed to the
absorption of fixed plant overhead over a lower sales level in the first quarter
of 1997.  The consolidated operating margin decreased to 22.5% from 24.1% 
primarily due to an inherent lower operating margin at Barber-Colman as well
as the absorption of plant overhead mentioned above.


                             PAGE 12

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     Telecommunications Products.  As of March 31, 1997, the Telecommunications
Products group consisted of Dura-Line, AIM, Cambridge, Johnson Components,
Diversified, Viewsonics, Vitelec, Bond, and Northern Technologies.

Net sales increased $23.0 million or 94%. The increase is primarily due to the
acquisition of Diversified, Viewsonics, Vitelec, Bond, and Northern, all of
which were acquired after the first quarter of 1996, and Johnson which was
acquired
near the end of January 1996.  Combined, these acquisitions accounted for
approximately $21.3 million or 93% of the increase in sales.  The balance of the
sales increase is due to higher international sales of Innerduct products at
Dura-Line, $2.2 million.  These increases were partially offset by lower sales
of connector products at AIM and Cambridge, $.5 million.

Operating income increased $1.4 million or 28%.  Of this increase, $2.7 million
related to the acquisitions, which are partially offset by lower operating
income at Dura-Line, $1.3 million.  The decline at Dura-Line is due to start-up
expenses relating to the company's international expansion into Mexico, China
and India of approximately $.9 million, and higher selling and advertising costs
relating 
to Retube, a substitute for copper piping in homes, $.3 million.  Operating
income declined as a percent of sales from 20.7% to 13.6%.  This decline is due
to lower inherent operating margins of the acquired businesses, which averaged
13.8%, and to lower domestic gross margin at Dura-Line due to an expanded
customer base of middle market providers.

     Welcome Home.  Net sales decreased $10.0 million or 80.3%, and operating
income increased $1.9 million or 61.7%.  These fluctuations are the direct
result of Welcome Home's Chapter 11 bankruptcy filing on January 21, 1997.  As
a result of the filing, the Company no longer has the ability to control the
operations and financial affairs of the Company.  Accordingly, the results of
operations of Welcome Home from January 21, 1997, to March 31, 1997, are not
included in the consolidated results of the Company.  See Note F.

     Consumer and Industrial Products.  As of March 31, 1997, the Consumer and
Industrial Products group consisted of DACCO, Sate-Lite, Riverside, Parsons,
Hudson, Beemak, Cape Craftsmen, and Paw Print.

Net sales increased $8.l million or 20.9%.  The sales increase is due to the
acquisitions of Cape, $.9 million, and Paw Print, $4.3 million, as well as
higher
sales of titanium parts to Boeing at Parsons, $2.1 million, increased sales of
locks at Hudson, $.7 million, and higher sales of point of purchase displays at
Beemak due to the acquisition of Arnon-Caine, $.9 million.  These sales
increases were partially offset by lower sales of rebuilt converters and soft
parts at DACCO, $.7 million.

Operating income increased $.7 million or 12.3%.  The increase in operating
income is due to the acquisition of Paw Print, $.5 million, coupled with higher
operating results at Parsons, $.7 million, Hudson, $.6 million, and Beemak, $.2
million.  These increases were partially offset by lower operating income at 

                             PAGE 13

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


DACCO, $.8 million, and Sate-Lite, $.4 million. The increase in operating
income at Parsons and Hudson is due to higher sales and an improved gross
margin.  The decrease in operating income at DACCO is due to lower sales,
higher material prices, and higher selling costs, while the decrease at Sate-
Lite is due primarily to a lower gross margin and higher operating costs stem-
ming from increased market competition and higher compensation expense.  The
consolidated operating margin decreased to 12.7% from 13.6% primarily due to
margin declines at DACCO and Sate-Lite, as well as increased depreciation and 
amortization expense of $.4 million.

     Consolidated Results:  (See Condensed Consolidated Statements of
Operations.) 

Consolidated net sales increased $30.8 million or 25.5%.  The increase is
primarily due to the acquisitions of Seaboard in the Specialty Printing and
Labeling group, Johnson, Diversified, Viewsonics, Vitelec, Bond, and Northern
Technologies in the Telecommunications Products group, Barber-Colman (a division
of Merkle-Korff) in the Motors and Gears group, Cape Craftsmen, Paw 
Print, and Arnon Caine (a subsidiary of Beemak) in the Consumer and Industrial 
Products group, higher sales of titanium parts to Boeing at Parsons, higher
sales of subfractional motors at Merkle-Korff and higher sales of Innerduct at
Dura-Line.  Partially offsetting the sales increases are lower sales of
fractional and integral motors at Imperial and Scott, lower sales at Welcome
Home due to the Chapter 11 bankruptcy filing (see Note F), and decreased sales
of rebuilt converters and soft parts at DACCO.

Consolidated operating income increased $4.9 million or 53.2%.  The increase is
primarily due to the acquisitions noted above, higher sales and improved gross
margins at Parsons and Hudson, and a lower operating loss at Welcome Home (see
Note F).  Partially offsetting these gains in operating income are lower
operating income at Dura-Line due to the international expansion, lower operat-
ing income at Imperial and Scott due to under-absorption of plant overhead, and
lower
operating income at DACCO due to decreased sales, higher material prices, and
higher selling costs and at Sate-Lite due to higher compensation expense and
lower gross margins as a result of increased market competition.  The
consolidated operating margin improved to 9.2% from 7.6% primarily due to an
improvement in the Specialty Printing and Labeling group's operating income as
a percent of consolidated sales as well as a reduction in Welcome Home's
operating loss as a percent of consolidated sales.

Interest expense increased $4.6 million or 32.8% due to higher revolver
borrowings at corporate and outstanding senior debt at Motors and Gears, Inc.,
which was issued in the fourth quarter of 1996.  Interest income remained
constant at $.7 million. 

     Liquidity and Capital Resources.  The Company had $126.1 million of working
capital at March 31, 1997, compared to $123.5 million at the end of 1996.  The
increase in working capital of $2.6 million or 2.1% is due to higher prepaids/ 


                             PAGE 14

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


other current assets, lower accounts payable, lower accrued liabilities, and
lower current portion of long-term debt.  These working capital changes were
partially offset by lower cash balances, lower trade accounts receivable, lower
inventories, and higher advance deposits.

The Company's net cash used in operating activities decreased $11.1 million for
the three months ended March 31, 1997 as compared to the same period last year. 
The decrease is due to higher depreciation and amortization, $.4 million, an
increase in the provision for income taxes, $1.6 million, a higher minority
interest, $1.2 million, higher non-cash interest, $.3 million, an extraordinary
item in 1997, $.3 million, equity in investee in 1997, $.8 million, a lower
decrease in current liabilities, $12.9 million, a lower increase in non-current
assets, $2.5 million, higher amortization of deferred financing fees, $1.0
million, and a higher increase in non-current liabilities, $.7 million. 
Partially offsetting these operating cash flow changes are a higher net loss,
$3.6 million, and a higher increase in current assets, $6.8 million.

The net cash used in investing activities decreased $35.1 million for the three
months ended March 31, 1997, compared to the same period last year.  The
decrease is due to lower capital expenditures, $.1 million, decreased advances
to affiliates, $.8 million, and lower acquisitions of subsidiaries, $34.1
million.

The net cash provided by financing activities decreased $18.0 million for the
three months ended March 31, 1997, as compared to the same period last year.
The decrease is due to lower proceeds from debt issuance, $20.0 million, and
a decrease in other, $.9 million.  These changes are partially offset by higher
proceeds from credit facilities, $2.3 million, and lower repayment of long-term
debt, $.6 million.

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

                             PAGE 15


                   PART II.  OTHER INFORMATION



Item 1.        Legal Proceedings
               None

Item 2.        Changes in Securities
               None

Item 3.        Defaults upon Senior Securities
               None

Item 4.        Submission of Matters to a Vote of Security Holders
               None

Item 5.        Other Information
               None

Item 6.        Exhibits and Reports on Form 8-K
               None

               27.  EDGAR Financial Data Schedule



<PAGE>



                             PAGE 16

                            SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        JORDAN INDUSTRIES, INC.





May 14, 1997                       By:   /s/ Thomas C. Spielberger      
                                        Thomas C. Spielberger
                                        Vice President, Controller