SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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


                                  FORM 10-Q/A
                               (AMENDMENT NO.1)


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

For quarter ended March 31, 2005                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
                       -------                   -------

       Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12 b-2 of the Exchange Act).

                  Yes                      No       X
                       ------                    -------

       The number of shares outstanding of Registrant's Common Stock as of
May 16, 2005:  98,501.0004.




<PAGE>
                                      2



Explanatory Note

Jordan Industries, Inc. hereby amends the following items of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 originally filed with
the Securities and Exchange Commission on May 16, 2005 (the "Original 10-Q")
as set forth below and in the pages attached hereto:

       Part II, Item. 6. Exhibits

       Signatures

Except for the amendments described above, this Amendment No. 1 to the
Quarterly Report on Form 10-Q/A does not modify or update other disclosures
in, or exhibits to the Original 10-Q.



<PAGE>
                                      3



JORDAN INDUSTRIES, INC.

                                     INDEX


Part I. Financial Information                                          Page No.
-----------------------------                                          --------

   Item 1. Financial Statements

      Condensed Consolidated Balance Sheets at March 31, 2005
        (Unaudited) and December 31, 2004                                  4

      Condensed Consolidated Statements of Operations for the
        Three Months Ended March 31, 2005 and 2004 (Unaudited)             5

      Condensed Consolidated Statements of Cash Flows for
        the Three Months Ended March 31, 2005 and 2004 (Unaudited)         6

      Notes to Condensed Consolidated Financial Statements (Unaudited)     7

   Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations               18

   Item 3. Quantitative and Qualitative Disclosures About Market Risk     24
   Item 4. Controls and Procedures                                        24


Part II. Other Information                                                25
--------------------------

   Item 1. Legal Proceedings

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   Item 3. Defaults Upon Senior Securities

   Item 4. Submissions of Matters to a Vote of Security Holders

   Item 5. Other Information

   Item 6. Exhibits



<PAGE>
<TABLE>
<CAPTION>

                                               4



                                    JORDAN INDUSTRIES, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                               (ALL DOLLAR AMOUNTS IN THOUSANDS)


                                                                       March 31,     December 31,
                                                                         2005            2004
                                                                       --------      ------------
                                                                                      (unaudited)
<S>                                                                 <C>              <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                           $ 12,753         $ 15,412
  Accounts receivable, net                                             115,435          109,554
  Inventories                                                          136,641          130,033
  Assets of discontinued operations (See Note E)                         2,622            3,432
  Income tax receivable                                                  2,652            3,631
  Prepaid expenses and other current assets                             12,674           12,363
                                                                      --------         --------
    Total Current Assets                                               282,777          274,425

Property, plant and equipment, net                                      82,926           85,036
Investments in and advances to affiliates                               41,078           40,882
Goodwill, net                                                          245,104          245,309
Other assets                                                            15,087           16,754
                                                                      --------         --------
    Total Assets                                                      $666,972         $662,406
                                                                      ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current Liabilities:
  Accounts payable                                                     $64,165          $62,796
  Accrued liabilities                                                   83,420           81,451
  Liabilities of discontinued operations (See Note E)                      726              698
  Current portion of long-term debt                                     24,303           27,874
                                                                      --------         --------
    Total Current Liabilities                                          172,614          172,819

Long-term debt, less current portion                                   698,612          689,399
Other non-current liabilities                                           27,178           25,167
Deferred income taxes                                                   16,373           14,255
Minority interest                                                        1,069            1,003
Preferred stock of a subsidiary                                          2,799            2,744

Shareholders' Equity (net capital deficiency):
  Common stock $.01 par value: 100,000 shares
   authorized and 98,501 shares issued and
   outstanding                                                               1                1
  Additional paid-in capital                                             2,116            2,116
  Accumulated other comprehensive income (loss)                          4,564            3,685
  Accumulated deficit                                                 (258,354)        (248,783)
                                                                      --------         --------
    Total Shareholders' Equity (net capital
     deficiency)                                                      (251,673)        (242,981)
                                                                      --------         --------
    Total Liabilities and Shareholders'
     Equity (net capital deficiency)                                  $666,972         $662,406
                                                                      ========         ========



            See accompanying notes to condensed consolidated financial statements.



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<CAPTION>

                                            5



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


                                                                  THREE MONTHS ENDED
                                                                        March 31,
                                                                  -------------------
                                                                   2005           2004
                                                                   ----           ----
<S>                                                            <C>            <C>
Net sales                                                        $175,453       $168,409
Cost of sales, excluding
 depreciation                                                     125,609        114,321
Selling, general and administrative
 expenses, excluding depreciation                                  37,716         38,005
Depreciation                                                        3,759          4,932
Amortization                                                           41             46
Management fees and other                                              30            (70)
                                                                 --------       --------

Operating income                                                    8,298         11,175

Other (income) expenses:
  Interest expense                                                 13,636         23,659
  Interest income                                                     (57)          (270)
  Gain on sale of subsidiary                                         (251)            -
  Other                                                                26            333
                                                                 --------       --------
                                                                   13,354         23,722
Loss from continuing operations before
 income taxes and  minority interest                               (5,056)       (12,547)
Provision for income taxes                                          3,038          3,933
                                                                 --------       --------
Loss from continuing operations before
 minority interest                                                 (8,094)       (16,480)
Minority interest                                                      66             99
                                                                 --------       --------
Loss from continuing operations                                    (8,160)       (16,579)
Discontinued operations:
  Loss from discontinued operations, net
   of tax (See Note E)                                             (1,356)          (429)
  Loss on sale of discontinued operations,
   net of tax (See Note E)                                             -          (1,171)
                                                                 --------       --------
                                                                   (1,356)        (1,600)

Net loss                                                          $(9,516)      $(18,179)
                                                                 ========       ========


         See accompanying notes to condensed consolidated financial statements.



<PAGE>
<CAPTION>

                                                 6



                                      JORDAN INDUSTRIES, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
                                 (ALL DOLLAR AMOUNTS IN THOUSANDS)

                                                                              THREE MONTHS ENDED
                                                                                   March 31,
                                                                          -------------------------
                                                                           2005               2004
                                                                          ------             ------
<S>                                                                   <C>                 <C>
Cash flows from operating activities:
 Net loss                                                                $(9,516)           $(18,179)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Loss on sale of discontinued operations
     (See Note E)                                                              -               1,171
    Gain on sale of subsidiary                                               (251)                -
    Depreciation and amortization                                           3,800              4,978
    Amortization of deferred financing fees                                 1,613              1,590
    Minority interest                                                          66                 99
    Non-cash interest                                                         134                (24)
    Deferred income taxes                                                   2,011              1,641
    Loss on disposal of fixed assets                                            8                 21
    Other                                                                      15                444
    Changes in operating assets and liabilities:
      Increase in current assets                                          (12,013)           (19,395)
      (Decrease)/increase in current liabilities                           (1,794)            11,771
      (Increase)/decrease in non-current assets                              (189)             2,222
      Increase/(decrease) in non-current liabilities                        2,011                (51)
    Decrease/(increase) in net assets of
      discontinued operations                                                 838               (850)
                                                                         --------           --------
        Net cash used in operating activities                             (13,267)           (14,562)


Cash flows from investing activities:
  Proceeds from sale of fixed assets                                          166                320
  Capital expenditures                                                     (1,611)            (1,684)
  Net proceeds from sale of discontinued operations
    (See Note E)                                                               -               6,155
  Acquisition of subsidiary                                                  (481)                -
  Net proceeds from sale of subsidiary                                      1,075                 -
                                                                         --------           --------
        Net cash (used in)/provided by investing
         activities                                                          (851)             4,791

Cash flows from financing activities:
  Proceeds from revolving credit facilities, net                           12,319             15,958
  Repayment of long-term debt                                              (3,763)            (1,140)
  Proceeds from other borrowings                                            2,447                525
  Payment of financing fees                                                    -              (2,164)
                                                                         --------           --------
        Net cash provided by financing activities                          11,003             13,179

Effect of exchange rate changes on cash                                       456              1,777
                                                                         --------           --------
Net (decrease)/increase in cash and cash equivalents                       (2,659)             5,185
Cash and cash equivalents at beginning of period                           15,412             15,517
                                                                         --------           --------
Cash and cash equivalents at end of period                                $12,753            $20,702
                                                                         ========           ========

              See accompanying notes to condensed consolidated financial statements.

</TABLE>


<PAGE>
                                      7



                            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 and are of a normal recurring nature, 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,
2004, which are included in the Company's Annual Report filed on Form 10-K for
such year (the "2004 10-K"). Results of operations for the interim periods are
not necessarily indicative of annual results of operations.

B.  Summary of Significant Accounting Policies
----------------------------------------------
The condensed consolidated financial statements include the accounts of Jordan
Industries, Inc. and its subsidiaries. Material intercompany transactions and
balances are eliminated in consolidation. Operations of certain subsidiaries
outside the United States are included for periods ending two months prior to
the Company's year-end and interim periods to ensure timely preparation of the
condensed consolidated financial statements.

Shipping and handling costs are classified in cost of sales in the statement
of operations. Certain prior year amounts have been reclassified from revenue
to cost of sales to conform to the current year presentation.

In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities - An Interpretation of Accounting
Research Bulletin (ARB) No. 51." This interpretation provides guidance on how
to identify variable interest entities and how to determine whether or not
those entities should be consolidated. The Company adopted the provisions of
FIN 46 as of January 1, 2005 and determined that there are no variable
interest entities that the Company would be required to consolidate.

The Company has recorded income tax expense of $3,038 for the three months
ended March 31, 2005 primarily attributable to foreign taxes, state taxes and
the change in the Company's deferred tax liability. Due to the uncertainty of
when the goodwill deferred tax liability will reverse, the Company has not
considered any future reversal of the deferred tax liability related to
goodwill to support the realization of deferred tax assets. Additionally, the
Company continues to maintain a full valuation allowance against its deferred
tax assets.

During 2004, the Company realized $88,392 of cancellation of indebtedness
income as a result of modifications to certain of its outstanding debt. The
Internal Revenue Code provides exceptions to the recognition of certain types
of cancellation of indebtedness income for U.S. federal income tax purposes.
These rules will require the Company to reduce specified tax attributes which
may include the reduction of net operating loss carryforwards and the tax
basis of assets. However, the amount of reduction to any specific attribute is
dependent upon an election not required to be made until the filing of the
Company's 2004 federal tax return. It is possible that the effect of the
attribute reduction could result in a decrease in the tax basis of goodwill,
which would result in an increase in the Company's deferred tax liabilities
and could result in a financial statement charge to income tax expense in the
period when the election is made.

<PAGE>
                                       8



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

C.  Inventories
---------------
Inventories are summarized as follows:

                                                   March 31,      December 31,
                                                     2005            2004
                                                 ------------    -------------

 Raw materials                                      $63,164       $ 57,453
 Work-in-process                                     14,058         13,693
 Finished goods                                      59,419         58,887
                                                   --------       --------
                                                   $136,641       $130,033
                                                   ========       ========

D.  Comprehensive Loss
-----------------------
Total comprehensive loss for the three months ended March 31, 2005 and 2004
was as follows:

                                                     Three Months ended
                                                          March 31,
                                                     ------------------
                                                     2005          2004

Net loss                                           $(9,516)      $(18,179)
Foreign currency translation                           879          2,992
                                                  --------       --------
Comprehensive loss                                 $(8,637)      $(15,187)
                                                  ========       ========


E.  Discontinued Operations
---------------------------
During 2004, the Company undertook a plan to sell Electrical Design & Control
("ED&C"), a subsidiary of Kinetek. As such, the consolidated financial
statements reflect ED&C as a discontinued operation in all periods presented.
On May 2, 2005, the Company sold certain inventory, equipment, intellectual
property assets and contracts of ED&C. This sale occurred subsequent to March
31, 2005, and has no impact on the financial statements of the Company as of
that date. The results of the sale will be reflected in the quarter ended
June 30, 2005.

On January 20, 2004, the Company sold certain assets and liabilities of JII
Promotions' Ad Specialty and Calendar product lines to a third party for
$6,155. Concurrent with the above transaction, the Company agreed to wind down
the remaining activities of JII Promotions and to ultimately retain only the
pension-related liabilities and various immaterial capital leases. The
consolidated financial statements reflect JII Promotions as a discontinued
operation in all periods presented. The Company recorded a loss on the sale of
$1,171. There was no tax benefit on the loss on sale or on the loss from
discontinued operations.

Summarized selected financial information for the discontinued operations are
as follows:

                                               Three months ended March 31,
                                               ----------------------------
                                                2005                2004
                                                ----                ----

           Revenues                             $868               $3,687
           Loss from discontinued
            operations                        (1,356)                (429)

<PAGE>
                                      9



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

The major classes of assets and liabilities of the discontinued operations are
as follows:

                                                   March 31,   December 31,
                                                     2005          2004

       Current assets                              $  1,462     $  2,267
       Property, plant and equipment, net             1,130        1,134
       Other long-term assets                            30           31
                                                   --------     --------
          Total assets                                2,622        3,432
       Current liabilities                              726          698
                                                   --------     --------
          Net assets of discontinued
            Operations                             $  1,896     $  2,734
                                                   ========     ========

F. Acquisition of Subsidiary
----------------------------
On March 28, 2005, the Company, through its wholly owned subsidiary, Kinetek,
paid in cash the remaining acquisition cost for its September 30, 2004
acquisition of O. Thompson, a New York City-based elevator control company.
The total acquisition cost was originally $887 which was subsequently adjusted
to $853 during the first quarter of 2005. Of the total acquisition price, $372
was paid during 2004, and the remaining $481 was paid during the first quarter
of 2005.

G.  Additional Purchase Price Agreements
----------------------------------------
The Company has a contingent purchase price agreement relating to its
acquisition of Deflecto in 1998. The agreement is based on Deflecto achieving
certain earnings before interest and taxes and is payable on April 30, 2008.
If Deflecto is sold prior to April 30, 2008, the agreement is payable 120 days
after the transaction. Additional consideration, if any, will be recorded as
an addition to goodwill.

Kinetek has a contingent purchase price agreement relating to its acquisition
of Motion Control on December 18, 1997. The terms of this agreement provide
for additional consideration to be paid to the sellers. The agreement is
exercisable at the sellers' option during a five year period that began in
2003. When exercised, the additional consideration will be based on Motion
Control's operating results over the two preceding fiscal years. Payments, if
any, under the contingent agreement will be placed in a trust and paid out in
cash over a three or four-year period, in annual installments according to a
schedule, which is included in the agreement. Additional consideration, if
any, will be recorded as an addition to goodwill.

H.  Pension Plans and Other Post-Retirement Benefit Plans
---------------------------------------------------------
The components of net periodic benefit cost for the Company's pension plans
for the three months ended March 31, 2005 and 2004 were as follows:

                                                    Three Months Ended
                                                         March 31,
                                                    -------------------
                                                    2005           2004
                                                    ----           ----

Service cost                                        $177           $195
Interest cost                                        315            310
Expected return on plan assets                      (296)          (270)
Prior service costs recognized                        15             15
Recognized net actuarial loss                         32             31
                                                   -----          -----
   Net periodic benefit cost                        $243           $281
                                                   =====          =====

<PAGE>
                                      10



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

The components of net periodic benefit cost for the Company's post-retirement
healthcare benefit plans for the three months ended March 31, 2005 and 2004
were as follows:

                                                    Three Months Ended
                                                         March 31,
                                                    ------------------
                                                   2005            2004
                                                   ----            ----

     Service cost                                   $37             $46
     Interest cost                                   55              90
     Recognized net actuarial loss                    5              48
                                                   ----            ----
        Net periodic benefit cost                   $97            $184
                                                   ====            ====


I.  Business Segment Information
--------------------------------
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" for the Company's business segment disclosures. There have been
no changes from the Company's December 31, 2004 consolidated financial
statements with respect to segmentation or the measurement of segment profit
or loss.

J.  Management Discussion of Liquidity
--------------------------------------
As discussed in the 2004 10-K, one of the Company's revolving credit
facilities contains a provision for the step-down in maximum borrowing
capacity during 2005. As of June 1, 2005, the Company's maximum borrowings
under this agreement will decrease from $75,000 to $55,000. This, coupled with
the facts that the Company has experienced operating losses in recent years
and has used cash in operating activities, has caused the Company's executive
management to evaluate various options to improve the Company's liquidity. To
this end, the Company has restructured some of its outstanding debt through
the Exchange Offer discussed in the 2004 10-K and the Modification and Waiver
Agreements also discussed in the 2004 10-K. The effect of these transactions
has been to reduce cash paid for interest in the current year as well as to
provide for further reductions in debt maturity payments if certain financial
performance is not achieved. In addition, the Company expects improved
operating performance on a consolidated basis over the prior year.
Specifically, new product development and the continued shift of manufacturing
to China in the Specialty Plastics and Kinetek groups are expected to improve
results. In addition, the exit of a certain unprofitable business with a
specific customer and plans to improve production efficiencies within the Auto
Aftermarket Group will increase operating margins. Further, the Company has
evaluated its holdings of investments in affiliates and, when appropriate,
will sell certain investments, similar to the sale of the Company's
investments in DMS Holdings Inc, Mabis Healthcare Holdings Inc. and Flavor and
Fragrance Holdings Inc. as described in the 2004 10-K. The Company believes
that through its efforts discussed above, the Company will have sufficient
liquidity to meet its obligations in the coming year.

M.  Sale of Subsidiary
----------------------
On March 24, 2005, the Company sold the assets of Cho-Pat, Inc. ("Cho-Pat") to
Cho-Pat's management team for proceeds of $1,075. Cho-Pat is a designer and
manufacturer of orthopedic related sports medicine devices and was part of the
Consumer and Industrial Products segment. The Company recognized a gain of
$251 related to the sale of Cho-Pat.


<PAGE>
                                      11



                            JORDAN INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)
N.  Warranties
--------------
The Company provides warranties on certain products for varying lengths of
time. The Company estimates the costs that may be incurred and records a
liability in the amount of such costs at the time product revenue is
recognized. Changes to the Company's product warranty accrual during the three
months ended March 31, 2005 and 2004 are as follows:

                                                Three months ended
                                                     March 31,
                                                     ---------
                                               2005            2004
                                               ----            ----

      Balance, beginning of period            $2,315          $1,700
      Warranties issued                          453             525
      Change in estimate                        (225)              -
      Settlements                               (371)           (201)
                                              ------          ------
      Balance, end of period                  $2,172          $2,024
                                              ======          ======













<PAGE>
<TABLE>
<CAPTION>
                                                               12



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

O. Condensed Consolidating Financial Statements (Unaudited)
------------------------------------------------------------
Pursuant to the Exchange Offer described in the 2004 10-K, wholly owned subsidiaries of the Company, JII Holdings, LLC and JII
Holdings Finance Corporation, issued senior secured notes which have been guaranteed by the Company and certain of the Company's
subsidiaries. The following condensed consolidating financial information is provided in lieu of separate financial statements
for the issuers of these notes.

                                                                      Three Months Ended March 31, 2005
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Net Sales                        $     -      $    -       $   -      $ 89,153       $ 86,300        $     -         $ 175,453
Cost of sales,
 excluding depreciation                -           -           -        64,536         61,073              -           125,609
Selling, general, and
 administrative expenses,
 excluding depreciation             (469)          -           -        21,871         16,314              -            37,716
Depreciation                         180           -           -         2,038          1,541              -             3,759
Amortization                           1           -           -            10             30              -                41
Management fees and other             30           -           -           (30)            30              -                30
                                 --------    --------     -------    ----------     ----------     ----------        ----------
  Operating income                   258           -           -           728          7,312              -             8,298

Other (income) and
 expenses:
  Interest expense                 2,828          710          -         1,173          8,925              -            13,636
  Intercompany interest
   (income) expense               (1,624)      (5,369)         -         5,272          1,720              1                 -
  Interest income                     (8)          -           -             -            (86)            37               (57)
  Intercompany
   management fee
   (income) expense                 (793)        (901)         -           692          1,002              -                 -
  Equity in (earnings)
   losses of
   subsidiaries                    8,378        8,096          -             -              -        (16,474)                -
  (Gain)/loss on sale of
   subsidiary                       (273)          -           -            22              -              -              (251)
   Other, net                      1,266           -           -            14         (1,254)             -                26
                                 --------     -------     -------    ----------     ----------     ----------        ----------
                                   9,774        2,536          -         7,173         10,307        (16,436)           13,354

Loss from continuing
 operations before taxes
 and minority interest            (9,516)      (2,536)         -        (6,445)        (2,995)        16,436            (5,056)

Provision for income
 taxes                                 -           -           -           868          1,758            412             3,038
                                 --------     -------     -------    ----------     ----------     ----------        ----------

Loss from continuing
 operations before
 minority interest                (9,516)     (2,536)          -        (7,313)        (4,753)         16,024           (8,094)

Minority interest                      -          -            -            66              -               -               66
                                 --------     -------     -------    ----------     ----------     ----------        ----------

Loss from continuing
 operations                       (9,516)     (2,536)          -        (7,379)        (4,753)         16,024           (8,160)

Discontinued operations:
  Loss from discontinued
   operations, net of tax              -          -            -          (716)          (640)              -           (1,356)
  Loss on sale of
   discontinued
   operations, net of tax              -          -            -             -              -               -                -
                                 --------     -------     -------    ----------     ----------     ----------        ----------
                                       -          -            -          (716)          (640)              -           (1,356)
                                 --------     -------     -------    ----------     ----------     ----------        ----------
Net loss                         $(9,516)    $(2,536)      $   -      $ (8,095)      $ (5,393)     $   16,024         $ (9,516)
                                 ========    ========     =======    ==========     ==========     ===========       ==========

<PAGE>
<CAPTION>

                                                               13



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


                                                                      Three Months Ended March 31, 2004
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Net Sales                        $     -      $    -       $   -      $ 90,687       $ 77,722        $     -         $ 168,409
Cost of sales,
 excluding depreciation                -           -           -        61,649         52,672              -           114,321
Selling, general, and
 administrative expenses,
 excluding depreciation              (439)         -           -        21,812         16,632              -            38,005
Depreciation                          380          -           -         2,164          2,388              -             4,932
Amortization                            1          -           -             9             36              -                46
Management fees and other             (70)        (371)        -           371              -              -               (70)
                                 --------      -------    -------    ----------     ----------     ----------        ----------
  Operating income                    128          371         -         4,682          5,994              -            11,175

Other (income) and
 expenses:
  Interest expense                  7,078        6,551         -         1,097          8,933              -            23,659
  Intercompany interest
   (income) expense                (5,009)      (2,029)        -         5,975          1,062              1                 -
  Interest income                    (239)           -         -            (1)           (64)            34              (270)
  Intercompany
   management fee                  (1,328)        (351)        -           738            943             (2)                -
   (income)expense
  Equity in losses
  (earnings)of
  subsidiaries                     20,960        8,742         -             -              -        (29,702)                -
  Other, net                            -            -         -            53            278              2               333
                                 --------      -------    -------    ----------     ----------     ----------        ----------
                                   21,462       12,913         -         7,862         11,152        (29,667)           23,722

Loss from continuing
 operations before
 taxes and minority
 interest                         (21,334)     (12,542)        -        (3,180)        (5,158)        29,667           (12,547)

Provision for income                    -            -         -           677          1,752          1,504             3,933
 taxes                           --------      -------    -------    ----------     ----------     ----------        ----------

Loss from continuing
 operations before
 minority interest                (21,334)     (12,542)        -       (3,857)         (6,910)        28,163           (16,480)

Minority interest                       -            -         -            99              -              -                99
                                 --------      -------    -------    ----------     ----------     ----------        ----------
Loss from continuing
 operations                       (21,334)     (12,542)        -        (3,956)        (6,910)        28,163           (16,579)

Discontinued operations:
 (Loss) income from
  discontinued                          -            -         -          (460)            31              -              (429)
  operations, net of tax
 Gain (loss) on sale of
  discontinued
  operations, net of tax            3,155            -         -        (4,326)             -              -            (1,171)
                                 --------      -------    -------    ----------     ----------     ----------        ----------
                                    3,155            -         -        (4,786)            31              -            (1,600)
                                 --------      -------    -------    ----------     ----------     ----------        ----------
Net loss                         $(18,179)    $(12,542)    $   -      $ (8,742)      $ (6,879)      $ 28,163         $ (18,179)
                                 =========    =========   =======    ==========     ==========     ==========        ==========


<PAGE>
<CAPTION>

                                                               14



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


                                                                    Balance Sheet as of March 31, 2005
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Current assets:
    Cash and equivalents        $   1,440    $       -     $    -     $     916      $  10,397       $        -      $  12,753
    Intercompany receivables       22,274      (33,099)         -        (2,538)        15,437           (2,074)             -
    Accounts receivable, net            -            -          -        46,676         68,759                -        115,435
    Inventories                         -            -          -        79,513         57,128                -        136,641
    Assets of discontinued
     operations                         -            -          -         1,120          1,502                -          2,622
    Income tax receivable               -            -          -             -          2,652                -          2,652
    Prepaids and other
     current assets                 5,190            -          -         7,750          4,522           (4,788)        12,674
                                ---------    ----------    -------    ----------     ----------      -----------     ----------
    Total current assets           28,904      (33,099)         -       133,437        160,397           (6,862)       282,777

Property, plant and
 equipment, net                     1,577            -          -        44,474         36,875                -         82,926
Investments and advances to
 affiliates                        28,734            -          -             -         12,344                -         41,078
Investments in subsidiaries        53,032      204,805          -             -              -         (257,837)             -
Equity in earnings of
 subsidiaries                    (245,990)    (107,202)         -             -              -          353,192              -
Goodwill, net                           -            -          -        78,234        182,594          (15,724)       245,104
Intercompany notes
 receivable                        (1,000)     208,726          -             -          1,000         (208,726)             -
Other assets                          380        5,677          -         3,601          5,429                -         15,087
                                ---------    ----------    -------    ----------     ----------      -----------     ----------
    Total assets                $(134,363)   $ 278,907     $    -     $ 259,746      $ 398,639        $(135,957)     $ 666,972
                                ==========   ==========    =======    ==========     ==========      ===========     ==========
Current liabilities:
  Accounts payable              $       -    $       -     $    -     $  27,670      $  36,495       $       -       $  64,165
  Accrued liabilities              34,790        3,756          -        26,531         23,737          (5,394)         83,420
  Liabilities of
   discontinued operations              -            -          -             -            726               -             726
  Intercompany payables                 -            -          -       (13,203)         6,861           6,342               -
  Current portion of long
   term debt                          250            -          -         5,254         18,799               -          24,303
                                ---------    ----------    -------    ----------     ----------      -----------     ----------
  Total current liabilities        35,040        3,756          -        46,252         86,618             948         172,614

Long term debt                    121,902      218,400          -        58,072        300,238               -         698,612
Other non current
 liabilities                       12,779            -          -         8,735          5,664               -          27,178
Intercompany payables             (50,424)           -          -       227,428         31,722        (208,726)              -
Deferred income taxes              (1,637)           -          -       (13,196)        30,591             615          16,373
Minority interest                       -            -          -         1,069              -               -           1,069
Preferred stock of a
 subsidiary                          (350)           -          -        38,587          2,799         (38,237)          2,799

Shareholders equity (deficit)
                                 (251,673)      56,751          -      (107,201)       (58,993)        109,443        (251,673)
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
    Total liabilities and
     shareholders equity        $(134,363)   $ 278,907     $    -     $ 259,746      $ 398,639       $(135,957)      $ 666,972
                                ==========   ==========    =======    ==========     ==========      ===========     ==========


<PAGE>
<CAPTION>

                                                               15



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



                                                                  Balance Sheet as of December 31, 2004
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Current assets:
    Cash and equivalents        $   2,152    $       -     $    -     $   1,693      $  11,567       $        -      $  15,412
    Intercompany receivables        9,543      (25,053)         -        (2,245)        14,931            2,824              -
    Accounts receivable, net            -            -          -        42,656         66,898                -        109,554
    Inventories                         -            -          -        73,883         56,150                -        130,033
    Assets of discontinue
     operations                         -            -          -         1,409          2,023                -          3,432
    Income tax receivable               -            -          -             -          3,631                -          3,631
    Prepaids and other
     current assets                 4,625            -          -         9,236          4,878           (6,376)        12,363
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
    Total current assets           16,320      (25,053)         -       126,632        160,078           (3,552)       274,425

Property, plant and
 equipment, net                     1,721            -          -        45,828         37,487                -         85,036
Investments and advances to
 affiliates                        28,538            -          -             -         12,344                -         40,882
Investments in subsidiaries        52,241      202,512          -             -              -         (254,753)             -
Equity in earnings of
 subsidiaries                    (222,701)     (82,684)         -             -              -          305,385              -
Goodwill, net                           -            -          -        78,648        182,385          (15,724)       245,309
Intercompany notes
 receivable                        (1,000)     204,871          -             -          1,000         (204,871)             -
Other assets                          395        6,387          -         3,887          6,085                -         16,754
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
    Total assets                $(124,486)   $ 306,033     $    -     $ 254,995       $399,379       $ (173,515)     $ 662,406
                                ==========   ==========    =======    ==========     ==========      ===========     ==========
Current liabilities:
    Accounts payable            $       -    $       -     $    -     $  25,662       $ 37,134       $        -      $  62,796
    Accrued liabilities            37,895        9,389          -        22,662         18,277           (6,772)        81,451
    Liabilities of
     discontinued
     operations                         -            -          -           150            548                -            698
    Intercompany payables               -            -          -       (15,740)         4,501           11,239              -
    Current portion of long
     term debt                        250            -          -         5,387         22,237                -         27,874
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
    Total current liabilities      38,145        9,389          -        38,121         82,697            4,467        172,819

Long term debt                    121,890      224,033          -        41,779        301,697                -        689,399
Other non current
 liabilities                       10,830            -          -         8,711          5,626                -         25,167
Intercompany payables             (50,384)           -          -       223,537         31,722         (204,875)             -
Deferred income taxes              (1,636)           -          -       (13,497)        29,388                -         14,255
Minority interest                       -            -          -         1,003              -                -          1,003
Preferred stock of a
 subsidiary                          (350)           -          -        38,025          2,744          (37,675)         2,744

Shareholders equity (deficit)    (242,981)      72,611          -       (82,684)       (54,495)          64,568       (242,981)
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
    Total liabilities and
     shareholders equity        $(124,486)   $ 306,033     $    -     $ 254,995      $ 399,379       $ (173,515)     $ 662,406
                                ==========   ==========    =======    ==========     ==========      ===========     ==========



<PAGE>
<CAPTION>

                                                               16



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

                                                                         Three Months Ended March 31, 2005
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Net cash (used in) provided
 by operating activities        $  (1,751)   $      -      $   -      $ (16,193)     $  4,677        $       -       $ (13,267)

Cash flows from investing
 activities
  Proceeds from sales of
   fixed assets                         -           -          -             92            74                -             166
  Capital expenditures                (36)          -          -           (836)         (739)               -          (1,611)
  Net proceeds from sale of
   discontinued operations              -           -          -              -             -                -               -
  Acquisition of subsidiary             -           -          -              -          (481)               -            (481)
  Net proceeds from sale of
   subsidiary                       1,075           -          -              -             -                -           1,075
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net cash provided by (used
 in) investing activities           1,039           -          -           (744)       (1,146)               -            (851)

Cash flows from financing
 Activities
  Proceeds from revolving
   credit facilities, net               -           -          -         16,509        (4,190)               -          12,319
  Repayment of long term                -           -          -           (349)       (3,414)               -          (3,763)
   debt
  Proceeds from other
   borrowings                           -           -          -              -         2,447                -           2,447
  Payment of deferred
   financing costs                      -           -          -              -             -                -               -
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net cash provided by
 (used in) financing                    -           -          -         16,160        (5,157)               -          11,003
 activities

Effect of exchange rate
 changes on cash                        -           -          -              -           456                -             456
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net decrease in
 cash and equivalents                (712)          -          -           (777)       (1,170)               -          (2,659)
Cash and equivalents at
 beginning of period                2,152           -          -          1,693        11,567                -          15,412
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Cash and equivalents at
 end of period                  $   1,440    $      -      $   -      $     916      $ 10,397        $       -       $  12,753
                                ==========   ==========    =======    ==========     ==========      ===========     ==========


<PAGE>
<CAPTION>

                                                               17



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


                                                                        Three Months Ended March 31, 2004
                                 -----------------------------------------------------------------------------------------------
                                   Jordan       JII          JII                       Non-
                                 Industries   Holdings     Finance    Guarantors    Guarantors     Eliminations     Consolidated
                                 ----------   --------     -------    ----------    ----------     ------------     ------------
<S>                            <C>          <C>          <C>        <C>            <C>             <C>             <C>
Net cash used in operating
 activities                     $  (7,289)   $  2,164      $   -      $ (11,623)     $   2,186       $      -        $ (14,562)

Cash flows from investing
 activities
   Proceeds from sales of
    fixed assets                        -           -          -            306             14              -              320
   Capital expenditures               (19)          -          -           (768)          (897)             -           (1,684)
   Net proceeds from sale of
    discontinued operations         6,155           -          -              -              -              -            6,155
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net cash provided by (used
 in) investing activities           6,136           -          -           (462)          (883)             -            4,791

Cash flows from financing
 activities
   Proceeds from revolving
    credit facility                     -           -          -         11,700          4,258              -           15,958
   Repayment of long term
    debt                               (5)          -          -           (532)          (603)             -           (1,140)
   Proceeds from other
    borrowings                          -           -          -              -            525              -              525
   Payment of financing fees            -      (2,164)         -              -              -              -           (2,164)
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net cash (used in) provided
 by financing activities               (5)     (2,164)         -         11,168          4,180              -           13,179

Effect of exchange rate
 changes on cash                        -           -          -              -          1,777              -            1,777
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Net (decrease) increase
 in cash and equivalents           (1,158)          -          -           (917)         7,260              -            5,185
Cash and equivalents at
 beginning of period                6,301           -          -          1,738          7,478              -           15,517
                                ----------   ----------    -------    ----------     ----------      -----------     ----------
Cash and equivalents at
 end of period                  $   5,143    $      -      $   -      $     821      $  14,738       $      -        $  20,702
                                ==========   ==========    =======    ==========     ==========      ===========     ==========
</TABLE>


<PAGE>
                                      18



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)

Item 2. Management's Discussion and Analysis of Financial Condition and
-----------------------------------------------------------------------
          Results of Operations
          -------------------------------------------------------------
The following discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the 2004 10-K and the financial statements and the related notes
thereto.

Results of Operations
---------------------
Summarized below are the net sales, operating income (loss) and operating
margins (as defined) for each of the Company's business segments for the three
month periods ended March 31, 2005 and 2004. Due to the sale of ED&C, a
subsidiary of Kinetek, in the second quarter of 2005 the results of ED&C have
been classified as discontinued operations in all periods presented. (See Note
E to the financial statements.) The following discussion reviews the following
segment data and certain of the consolidated financial data for the Company.

                                               Three Months Ended
                                                   March 31,
                                              --------------------
                                               2005          2004
Net Sales:
Specialty Printing and Labeling             $ 12,297       $ 12,482
Jordan Specialty Plastics                     38,996         35,316
Jordan Auto Aftermarket                       30,004         33,839
Kinetek                                       80,277         73,113
Consumer and Industrial Products              13,879         13,659
                                            --------       --------
   Total                                    $175,453       $168,409
                                            ========       ========

Operating Income (Loss):
Specialty Printing and Labeling             $  1,250       $  1,166
Jordan Specialty Plastics                      1,372          1,833
Jordan Auto Aftermarket                          (89)         2,493
Kinetek                                        7,077          6,665
Consumer and Industrial Products              (1,992)        (1,078)
                                            ---------        -------
   Total (a)                                  $7,618       $ 11,079
                                              ======       ========

Operating Margin (b)
Specialty Printing and Labeling                10.2%           9.3%
Jordan Specialty Plastics                       3.5%           5.2%
Jordan Auto Aftermarket                       (0.3)%           7.4%
Kinetek                                         8.8%           9.1%
Consumer and Industrial Products             (14.4)%         (7.9)%
   Total                                        4.3%           6.6%

____________________

(a) Before corporate overhead and management fees of $(680) and $(96) for
    the three months ended March 31, 2005 and 2004, respectively.

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






<PAGE>
                                      19



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)


     Consolidated Results. (See Condensed Consolidated Statement of Operations.)
     ---------------------
Net sales for continuing operations increased $7.0 million, or 4.2%, to $175.5
million for the first quarter of 2005 from $168.4 million for the same period
last year. The increase in sales was primarily due to strong growth for
Kinetek and Jordan Specialty Plastics which grew 9.8% and 10.4%, respectively.
These increases were partially offset by a 11.3% decline in the Automotive
Aftermarket segment largely resulting from the discontinuation of business
with a large customer in the climate control segment. The improved economy
helped both the Kinetek and Jordan Specialty Plastics segments but most of the
growth in these segments continues to result from the introduction of new
products and market share gains in several niche markets. Kinetek also
benefited from sales of products designed and produced by the recently
acquired O. Thompson subsidiary.

Operating income from continuing operations decreased $2.9 million, or 25.7%,
to $8.3 million for the first quarter of 2005 from $11.2 million for the same
period last year. The decrease in operating income was primarily due to the
decline in operating income at Automotive Aftermarket and to a lesser extent
Jordan Specialty Plastics and Welcome Home. Operating income for Kinetek and
Specialty Printing and Labeling improved by 6.2% and 7.4% respectively. Raw
material inflation compressed product margins at Kinetek and Jordan Specialty
Plastics in the first quarter. Beginning in the second half of 2004, all
companies began to pass along some of these costs to their customers with
greater success but to a lesser extent than the increased cost. The decrease
in operating income for the Automotive Aftermarket was mostly due to lower
sales volumes and production inefficiencies resulting from consigned parts
shortages in the torque converter business.

The Company has recorded income tax expense of $3,038 for the three months
ended March 31, 2005 primarily attributable to foreign taxes, state taxes and
the change in the Company's deferred tax liability. Due to the uncertainty of
when the goodwill deferred tax liability will reverse, the Company has not
considered any future reversal of the deferred tax liability related to
goodwill to support the realization of deferred tax assets. Additionally, the
Company continues to maintain a full valuation allowance against its deferred
tax assets.

During 2004, the Company realized $88,392 of cancellation of indebtedness
income as a result of modifications to certain of its outstanding debt. The
Internal Revenue Code provides exceptions to the recognition of certain types
of cancellation of indebtedness income for U.S. federal income tax purposes.
These rules will require the Company to reduce specified tax attributes which
may include the reduction of net operating loss carryforwards and the tax
basis of assets. However, the amount of reduction to any specific attribute is
dependent upon an election not required to be made until the filing of the
Company's 2004 federal tax return. It is possible that the effect of the
attribute reduction could result in a decrease in the tax basis of goodwill,
which would result in an increase in the Company's deferred tax liabilities
and could result in a financial statement charge to income tax expense in the
period when the election is made.


     Specialty Printing and Labeling. As of March 31, 2005, the Specialty
Printing and Labeling group ("SPL") consisted of Valmark, Pamco, and Seaboard.

Net sales of continuing operations decreased $0.2 million, or 1.5%, to $12.3
million for the first quarter of 2005 from $12.5 million for the same period
last year. Revenues for Valmark product lines were up 15%, while sales of
Pamco labels and Seaboard folding box products declined 9% and 6%,
respectively, in the first quarter.

<PAGE>
                                      20



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)

Sales related to membrane switch products at Valmark were up well over last
year largely driven by sales in the medical equipment market.

Operating income from continuing operations increased $0.1 million, or 7.4%,
to $1.3 million for the first quarter of 2005 from $1.2 million for the same
period last year. The increase in operating income is largely due to cost
savings generated by a management reorganization and reduction in employment
at Valmark. These savings were partially offset by the sales decreases at the
other operating companies.


       Jordan Specialty Plastics. As of March 31, 2005, the Jordan Specialty
Plastics group ("JSP") consisted of Beemak, Sate-Lite, and Deflecto.

Net sales increased $3.7 million, or 10.4%, to $39.0 million for the first
quarter of 2005 from $35.3 million for the same period last year. The
increased sales were the result of a stronger economy, the introduction of
several new products, market share gains, and selling price increases which
only partially offset the dramatic increase in raw material costs in 2004 and
in the first quarter of 2005. Revenues were up significantly at several of the
superstore retailers for both hardware and office products as a result of
market share gains and the introduction of several new products. Strong sales
with the superstore retailers for office products were partially offset by
lower sales with several of the large distributors. Chairmat sales increased
significantly in the first quarter with the largest increases coming from
distributors and international markets. Increased sales of bike related
products and safety reflectors for commercial trucks also contributed to the
overall sales growth.

Operating income decreased $0.5 million, or 25.2%, to $1.4 million for the
first quarter of 2005 from $1.8 million for the same period last year. The
decrease in operating income is largely due to raw material inflation and to a
lesser extent the sales mix experienced in the first quarter. Selling price
increases continued to be more than offset by significant raw material price
increases. Resin prices continued to increase significantly in the first
quarter compared with both the first quarter of 2004 as well as the fourth
quarter of 2004. Metals based raw material increases slowed from the fourth
quarter of 2004 but were significant compared with the first quarter of last
year. The Company continues to pursue cost reduction initiatives and price
increases to overcome the raw material inflation plaguing the industry.


       Jordan Auto Aftermarket. As of March 31, 2005, the Jordan Auto
Aftermarket group ("JAAI") consisted of Dacco, Alma and Atco.

Net sales decreased $3.8 million, or 11.3%, to $30.0 million for the first
quarter of 2005 from $33.8 million for the same period last year. The
continued reduction in the volume of transmission repairs due to improved
original equipment quality and the implementation of new warranty policies of
automotive manufacturers in 2003 was a significant contributor to the decline.
In addition, the discontinuation of business with a large customer in the
climate control market represented $1.9 million of sales decrease. The climate
control market continues to be soft as inventories appear to be at acceptable
levels and customers are wary of building inventory due to the cool spring and
a cool summer in 2004. This decrease was partially offset by the introduction
of new torque converter products in the second half of 2004 as well as the
opening of new DACCO retail distribution centers in targeted locations. Sales
of tubing assemblies and fittings for the truck market were up significantly
in the first quarter building momentum from a strong 2004. The growth in the
truck market is due to a stronger economy and many companies updating their
fleets in advance of the new emissions standards set to become effective in
2007. Selling price increases on certain product lines in the third and fourth
quarters of 2004 also partially offset the market softness in both the climate
control and torque converter remanufacturing segments.

<PAGE>
                                      21



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)


Operating income decreased $2.6 million to a loss of $0.1 million for the
first quarter of 2005 from $2.5 million for the same period last year. The
sales decline in the torque converter aftermarket segment had a significant
impact on the decline in operating income specifically due to the high fixed
cost nature of the business. In addition, operating income was negatively
impacted by a contractual price reduction for a large customer and production
inefficiencies resulting from consigned parts shortages in the torque
converter business. The decreases in operating income for the torque converter
and climate control segments were nominally offset by increased operating
income associated with the sales of tubing assemblies and fittings in the
truck market.


       Kinetek. As of March 31, 2005, the Kinetek group consisted of Imperial
Group, Merkle-Korff, FIR, Motion Control, Advanced DC and DeSheng.

Net sales for the three months ended March 31, 2005 were $80.3 million, an
increase of $7.2 million, or 9.8% from the same period in 2004. Sales of
Kinetek's motors segment were $60.2 million, an increase of 11.4%, or $6.2
million from $54.0 million posted in the first quarter of the previous year.
Sales of subfractional motor products were $19.9 million, an increase of $0.8
million, or 4.4%, from the first quarter of 2004. The increase was driven by
sales of a product introduced during the fourth quarter of 2004 to a certain
restaurant equipment customer. This project has been substantially completed,
and Kinetek expects lower sales of this product after the first quarter of
2005. Sales of products used by major appliance customers were about flat with
the previous year, with the loss of business value-added subassembly products
substantially replaced by sales of a new product to a certain major appliance
customer which began during the third quarter of 2004, and which is expected
to continue. Sales of fractional and integral motor products increased $5.3
million, or 15.2%, to $40.3 million from the year-earlier first quarter sales
of $35.0 million. The increase in sales was driven by share gains for DC
motors used in battery-electric golf cars, and to improvements in North
American markets for motors used in material handling and commercial floor
care equipment. Sales in European markets which are served by Kinetek's FIR
Group of subsidiaries continued to be difficult, with sales in local currency
declining 5.8% for the 2005 quarter compared with the previous year. This
decline was mostly offset by the favorable impact of translation, which added
$0.5 million in sales over the first quarter of 2004. First quarter 2005 sales
for Kinetek's controls segment were $20.1 million, an increase of $1.0
million, or 5.3%, from the same period of 2004. The increased sales were
attributable to sales of elevator control products that were designed and
produced by Kinetek's recently acquired O. Thompson subsidiary, which were
partially offset by a somewhat softer market for elevator control products in
comparison to the first quarter of 2004.

Operating income for the first quarter of 2005 was $7.1 million, an increase
of $0.4 million, or 6.2%, from the same period of the previous year. Operating
income for the first three months of 2005 in the motors segment was $8.6
million, an increase of $0.1 million, or 1.4% higher than in 2004's first
quarter. Operating income for the controls segment was $2.0 million, an
increase of $0.1 million, or 4.8% from the corresponding quarter of the prior
year. Total Kinetek gross margin was $23.6 million, which was $0.4 million, or
1.8% lower than in 2004. Gross margin as a percentage of sales decreased to
29.4% in 2005, from 32.9% in 2004. The decrease in margin percentage is
attributable to a combination of factors, the most significant of which are:
1) During the first quarter of 2005, Kinetek continued to experience
significant inflation on metal (primarily copper and steel) components used in
the assembly of motor products, as well as on freight and plastic resins.


<PAGE>
                                      22



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)


Competitive pressures in Kinetek's principal markets have made it difficult to
pass along these higher costs to its customers in the form of higher prices
and 2) several sizable pieces of market share gained in the golf car, material
handling, and floor care segments carry lower margins than Kinetek's
historical levels. It has been Kinetek's recent strategy to capture share
gains at competitive prices and to expand margins as we gain volume leverage
and implement planned cost reductions.


       Consumer and Industrial Products. As of March 31, 2005, the Consumer
and Industrial Products group consisted of Welcome Home LLC and its two
divisions, Cape Craftsmen and Welcome Home, and GramTel.

Net sales increased $0.2 million, or 1.6%, to $13.9 million for the first
quarter of 2005 from $13.7 million for the same period last year. Sales for
Welcome Home decreased 1.4% in first quarter while third party sales for Cape
Craftsman increased 27% from prior year. Comparable store sales at Welcome
Home decreased 8% in the first quarter. The decline in comparable Welcome Home
store sales was primarily the result of a difficult retail environment in
Welcome Home's category in outlet malls. Welcome Home is currently
transitioning to a new merchandising strategy emphasizing a more focused
product offering.

Operating loss increased $0.9 million to a loss of $2.0 million for the first
quarter of 2005 from a loss of $1.1 million for the same period last year.
Merchandise margins decreased at Welcome Home largely due to promotional
discounts used to increase the turnover of seasonal and discontinued inventory
and to continue the migration to a new merchandising strategy. The decrease in
operating income at Welcome Home was partially offset by increased operating
income associated with the higher sales at Cape Craftsman.


       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 the Company experiences strong incremental demand or
geographical expansion.

The Company had approximately $108.3 million of working capital at March 31,
2005 compared to approximately $98.9 million at December 31, 2004.

Operating activities. Net cash used in operating activities for the three
months ended March 31, 2005 was $13.3 million. This was relatively consistent
with cash used in operating activities for the same period in 2004.

Investing activities. Net cash used in investing activities for the three
months ended March 31, 2005 was $0.9 million compared to net cash provided by
investing activities of $4.8 million during the same period in 2004. This
decrease in net cash provided was primarily due to net proceeds of $6.2
million from the sale of the Ad Specialty and Calendar divisions of JII
Promotions in the first quarter of 2004. This was partially offset by the
proceeds of $1.1 million received from the sale of Cho-Pat in the first
quarter of 2005.

Financing activities. Net cash provided by financing activities for the three
months ended March 31, 2005 was $11.0 million compared to net cash provided by
financing activities of $13.2 million during the same period in 2004. This
decrease was primarily due to lower net proceeds from revolving credit
agreements of $3.6 million.

<PAGE>
                                      23



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)


The Company is party to two credit agreements under which the Company is able
to borrow up to $110.0 million to fund acquisitions, provide working capital
and for other general corporate purposes. The credit agreements mature in 2005
and 2006. The agreements are secured by a first priority security interest in
substantially all of the Company's assets. As of March 31, 2005, the Company
had approximately $22.4 million of available funds under these arrangements.

In conjunction with the Exchange Offer completed by the Company in February
2004 (see 2004 10-K), one of the Company's revolving credit facilities was
amended to reduce, over time, the maximum loan commitment under the facility.
As of December 31, 2004, the maximum loan commitment under the facility was
$75.0 million. As of June 1, 2005, that commitment will be reduced to $55.0
million and again to $45.0 million as of March 1, 2006 and through the
remaining life of the agreement. At this time, the Company does not expect the
decrease in available funds in the current year to have a material impact on
its operations.

Kinetek's credit agreement expires December 18, 2005. Kinetek intends to
replace the credit facility in 2005. Management is confident such refinancing
can be obtained under favorable terms to Kinetek, however, such terms will be
subject to market conditions which may change significantly.

The Company may, from time to time, use cash, including cash generated from
borrowings under its credit agreement, to purchase either its 11 3/4% Senior
Subordinated Discount Debentures due 2009, its 10 3/8% Senior Notes due 2007,
or its 13% Exchange Notes due 2007, or any combination thereof, through open
market purchases, privately negotiated purchases or exchanges, tender offers,
redemptions or otherwise, and may, from time to time, pursue various
refinancing or financial restructurings, including pursuant to current
solicitations and waivers involving those securities, in each case, without
public announcement or prior notice to the holders thereof, and if initiated
or commenced, such purchases or offers to purchase may be discontinued at any
time.

As discussed above, one of the Company's revolving credit facilities contains
a provision for the step-down in maximum borrowing capacity during 2005. As of
June 1, 2005 the Company's maximum borrowings under this agreement will
decrease from $75.0 million to $55.0 million. This, coupled with the facts
that the Company has experienced operating losses in recent years and has used
cash in operating activities, has caused the Company's executive management to
evaluate various options to improve the Company's liquidity. To this end, the
Company has restructured some of its outstanding debt through the Exchange
Offer discussed in the 2004 10-K and the Modification and Waiver Agreements
also discussed in the 2004 10-K. The effect of these transactions has been to
reduce cash paid for interest in the current year as well as to provide for
further reductions in debt maturity payments if certain financial performance
is not achieved. In addition, the Company expects improved operating
performance on a consolidated basis over the prior year. Specifically, new
product development and the continued shift of manufacturing to China in the
Specialty Plastics and Kinetek groups are expected to improve results. In
addition, the exit of a certain unprofitable business with a specific customer
and plans to improve production efficiencies within the Auto Aftermarket Group
will increase operating margins. Further, the Company has evaluated its
holdings of investments in affiliates and, when appropriate, will sell certain
investments, similar to the sale of the Company's investments in DMS Holdings
Inc, Mabis Healthcare Holdings Inc. and Flavor and Fragrance Holdings Inc. as
described in the 2004 10-K. The Company believes that through its efforts
discussed above, the Company will have sufficient liquidity to meet its
obligations in the coming year.

<PAGE>
                                      24



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (UNAUDITED)


Item 3. Quantitative and Qualitative Disclosures About Market Risks
-------------------------------------------------------------------
The Company's debt obligations are primarily fixed-rate in nature and, as
such, are not sensitive to changes in interest rates. At March 31, 2005, the
Company had $58.9 million of variable rate debt outstanding. A one-percentage
point increase in interest rates would increase the annual amount of interest
paid by approximately $0.6 million. The Company does not believe that its
market risk financial instruments on March 31, 2005 would have a material
effect on future operations or cash flows.

The Company is exposed to market risk from changes in foreign currency
exchange rates, including fluctuations in the functional currency of foreign
operations. The functional currency of operations outside the United States is
the respective local currency. Foreign currency translation effects are
included in accumulated other comprehensive income in shareholder's equity.

Item 4. Controls and Procedures
-------------------------------
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of the
Securities Exchange Act of 1934 ("Exchange Act") promulgated thereunder, our
chief executive officer and chief financial officer have evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report (the "Evaluation Date"). Based on such
evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of the
Evaluation Date to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. There have been no changes in our internal controls over financial
reporting during the period covered by this report that were identified in
connection with the evaluation referred to above that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



<PAGE>
                                      25



Part II. OTHER INFORMATION
--------------------------


Item 1.             Legal Proceedings
                    -----------------
                    None

Item 2.             Unregistered Sales of Securities and Use of Proceeds
                    ----------------------------------------------------
                    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
                    --------

                        A list of exhibits filed with this report is
                    contained on the Exhibit Index immediately preceding
                    such exhibits and is incorporated herein by reference


<PAGE>
                                      26



                                  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.



December 14, 2005                       By:  /s/ Norman R. Bates
                                             -----------------------
                                             Norman R. Bates
                                             Chief Financial Officer

























<PAGE>
                                      27



                                 EXHIBIT INDEX

Exhibit
Number                          Description
 31(a)    Certificate of Chief Executive Officer pursuant to Rule 13a-14 (a) or
          Rule 15d-14 (a)
 31(b)    Certificate of Chief Financial Officer pursuant to Rule 13a-14 (a) or
          Rule 15d-14 (a)
 32(a)    Certification of John W. Jordan II pursuant to Section 1350.
 32(b)    Certification of Norman R. Bates pursuant to Section 1350.