SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

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


FORM 10-Q


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

For quarter ended March 31, 1998      Commission File Number 33-24317

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

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

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

Registrant's telephone number, including Area Code:

(847) 945-5591

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

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

                    Yes  X            No     

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

     The number of shares outstanding of Registrant's Common Stock as of May 
15, 1998: 98,501.0004.







PAGE 2

JORDAN INDUSTRIES, INC.

INDEX


Part I.                                                  Page No.

     Financial Information                                          3 

     Condensed Consolidated Balance Sheets
      at March 31, 1998, and December 31, 1997                       3 

     Condensed Consolidated Statements of Operations
      for the Three Months Ended March 31, 1998                      4
      and 1997                                                     

     Condensed Consolidated Statements of Cash Flows
      for the Three Months Ended March 31, 1998   
      and 1997                                                       5 

     Notes to Condensed Consolidated Financial 
      Statements                                                     6 

     Management's Discussion and Analysis of
      Financial Condition and Results of Operations                 17 


Part II.

     Other Information                                              23  

     Signatures                                                     24  

<PAGE>PAGE 3

JORDAN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(ALL DOLLAR AMOUNTS IN THOUSANDS)
                                                                        
                                                March 31,    December 31,
                                                  1998           1997    
                                               (unaudited) 
ASSETS
Current Assets:
  Cash and cash equivalents                  $   53,206       $ 52,500
  Accounts receivable, net                      146,247        134,177 
  Inventories                                   140,226        124,000
  Prepaid expenses and other current assets      13,389         12,706
     Total Current Assets                       353,068        323,383

Property, plant and equipment, net              111,960        105,070
Investments in and advances to affiliates         1,722          1,722
Goodwill, net                                   463,628        433,294 
Other assets                                     72,176         66,762
     Total Assets                            $1,002,554       $930,231

LIABILITIES AND NET CAPITAL DEFICIENCY
Current Liabilities:
  Notes payable                              $    3,510       $  2,650
  Accounts payable                               62,927         58,781
  Accrued liabilities                            67,354         70,473
  Advance deposits                                8,544          5,424
  Current portion of long-term debt               9,508          9,547
     Total Current Liabilities                  151,843        146,875

Long-term debt                                1,001,708        921,871
Other non-current liabilities                    12,424         13,403
Deferred income taxes                           1,444          1,444
Minority interest                                     -             88
Preferred stock                               22,730         21,835
Net Capital Deficiency:
  Common stock                                        1              1
  Additional paid-in capital                      2,116          2,116
  Accumulated comprehensive income                 (3,404)           (504)
  Accumulated deficit                          (186,308)      (176,898)
     Total Net Capital Deficiency              (187,595)      (175,285)
     Total Liabilities and Net Capital  
      Deficiency                             $1,002,554       $930,231


See accompanying notes to condensed consolidated financial statements.
<PAGE>

PAGE 4

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


                                                                             
                                                 THREE MONTHS ENDED 
                                                      March 31,       
                                                   1998      1997 

Net sales                                        $207,702 $151,543
Cost of sales, excluding depreciation             133,707   95,693           
Selling, general and administrative
  expenses                                         43,464   33,095

Depreciation                                        5,364    4,377
Amortization of goodwill and other
 intangibles                                        5,020    3,251
Management fees and other                           1,771    1,152 
      
     Operating income                              18,376   13,975 

Other (income) and expenses:
  Interest expense                                 26,311   18,576 
  Interest income                                    (798)    (713)
  Other                                           3      263
     Total other expenses                          25,516   18,126 

     Loss before income taxes, minority
     interest, equity in investee and
      extraordinary items                          (7,140)  (4,151) 
Provision for income taxes                          2,122      277 
Loss before minority interest, equity in
 investee, and extraordinary items                 (9,262)  (4,428)          
Minority interest                                    (149)    (388)
Equity in losses of investee                            -     (785)
     Loss before extraordinary item                (9,411)  (5,601)
Extraordinary item, net of tax                          -      319
     Net loss                                    $ (9,411)$ (5,920)
 


See accompanying notes to condensed consolidated financial statements.

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

                                                     THREE MONTHS ENDED 
                                                           March 31,     
                                                      1998        1997   
Cash flows from operating activities:
 Net loss                                          $ (9,411)   $ (5,920)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation and amortization                   10,384       7,614
     Provision for deferred income taxes                  -         453 
     Amortization of deferred financing fees          1,289       1,046
     Minority interest                                  149         388 
     Non-cash interest                                6,344       3,233
     Equity in investee                                   -         785
     Extraordinary item                                   -         319   
     Changes in operating assets and 
      liabilities net of effects from 
      acquisitions:
        Increase in current assets                  (12,655)     (6,978)
        Decrease in current liabilities              (2,794)     (3,597)
        Decrease (increase) in non-current assets     4,164      (1,404)
        Decrease increase) in non-current
         liabilities       (979)        663

        Net cash used in operating activities        (3,509)     (3,398)

Cash flows from investing activities:
   Capital expenditures                              (3,851)     (3,429)
   Advances to affiliates                                 -      (1,133)
   Acquisition of subsidiaries                      (57,249)     (4,100)
   Net cash acquired in purchase of subsidiaries      1,957           -
        Net cash used in investing activities       (59,143)     (8,662)

Cash flows from financing activities:
   Proceeds from revolving credit facilities, net    64,000      13,500
   Repayment of long-term debt                       (1,171)     (2,821)
   Other borrowing                                    1,577           -
   Other                                                (49)       (639)
     Net cash provided by financing activities       64,357      10,040 

Foreign currency translation                           (999)       (255)
Net increase (decrease) in cash and
 cash equivalents                                       706      (2,275)
Cash and cash equivalents at beginning of 
 period                                              52,500      32,797
Cash and cash equivalents at end of period        $  53,206    $ 30,522



See accompanying notes to condensed consolidated financial statements.
<PAGE>

PAGE 6

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



A.  Organization

The unaudited condensed consolidated financial statements, which reflect all 
adjustments that management believes necessary to present fairly the results 
of interim operations 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, 
1997, which are included in the Company's Annual Report filed on Form 10-K for 
such year (the "1997 10-K").  Results of operations for the interim periods 
are not necessarily indicative of annual results of operations.

B.  Inventories

Inventories are summarized as follows:
                                                 March 31,    December 31,
                                                   1998           1997   
     Raw materials                                $ 54,584      $ 45,324 
     Work-in-process                                17,007        15,897 
     Finished goods                                 68,635        62,779
                                                  $140,226      $124,000


C.  Accounting for Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  Significant components 
of the Company's deferred tax liabilities and assets as of March 31, 1998 and 
December 31, 1997, are as follows:
                                   March 31,          December 31,
                                     1998                 1997   
Deferred tax liabilities

Intangibles                               $ 4,572            $ 4,393
Tax over book depreciation                  7,187             7,260
Basis in subsidiary                           798               798
Lifo reserve                                  147                83
Intercompany tax gain                       7,289             7,289
Other                                         691               531
     Total deferred tax liabilities        20,684            20,354




PAGE 7

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


Deferred tax assets

NOL carryforwards                          39,982            37,482
Accrued interest on discount debentures    13,510            13,510
Stock Appreciation Rights Agreements        3,772             3,772
Pension obligation                            162               444
Vacation accrual                              417               891
Uniform capitalization of inventory         1,611             1,501
Allowance for doubtful accounts             1,219             1,125
Foreign NOL's                               4,572             3,582
Deferred financing fees                       794               814
Intangibles                                 1,311             1,242
Tax asset basis over book basis at
  subsidiary                                7,289             7,289
Other                                         167               484
     Total deferred tax assets             74,806            72,136
Valuation allowance for deferred
 tax assets                               (55,566)           (53,226)
     Net deferred tax assets               19,240            18,910
     Net deferred tax         
      liabilities                         $ 1,444           $  1,444 

D.  Comprehensive Income

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

During the first quarter of 1998 and 1997, total comprehensive (loss) income 
was ($12,311) and ($4,444), respectively.

E.  Segment Reporting

Effective January 1, 1997, the Company adopted the Financial Accounting 
Standards Board's Statement of Financial Accounting Standards No. 131, 
Disclosures about Segments of an Enterprise and Related Information (Statement 
131).  Statement 131 superseded FASB Statement No. 14, Financial Reporting for 
Segments of a Business Enterprise.  Statement 131 establishes standards for 
the way that public business enterprises report information about operating 
segments in annual financial statements and requires that those enterprises 
report selected information about operating segments in interim financial 
reports.  Statement 131 also establishes standards for related disclosures 
PAGE 8

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


about products and services, geographic areas, and major customers.  The 
adoption of Statement 131 did not affect results of operations or financial 
position, but did affect the disclosure of segment information.

F.  Sale of Subsidiaries

On May 15, 1997, the Company sold its subsidiary, Hudson Lock, Inc. 
("Hudson"), for approximately $39,100.  Hudson is a leading designer, 
manufacturer, and marketer of highly engineered medium-security custom and 
specialty locks for original equipment manufacturer customers.  A gain of 
$17,081 was recorded in 1997 relating to this sale.

On July 31, 1997, the Company sold its subsidiary, Paw Print Mailing List 
Services, Inc. ("Paw Print"), for approximately $12,500 to an affiliate.  As 
the transaction was among entities under common control, the proceeds received 
in excess of the net assets of Paw Print of $1,084 were recorded as an 
adjustment to Shareholder's Equity in 1997.  Paw Print is a value-added 
provider of direct mail services.

G.  Acquisition and Formation of Subsidiaries

On January 20, 1998, the Company through a newly created subsidiary K&S Sheet 
Metal Holdings ("K&S Holdings"), a subsidiary of 80% owned Bond Technologies, 
purchased the stock of K&S Sheet Metal ("K&S").  K&S is a manufacturer of 
precision metal enclosures for electronic original equipment manufacturers.  
K&S is located in Huntington Beach, California.

The purchase price of $15,500, including estimated costs incurred directly 
related to the transaction, has been preliminarily allocated to working 
capital of $2,257, property, plant and equipment of $1,002, non-compete 
agreements of $1,545 and other assets of $91 resulting in an excess purchase 
price over net identifiable assets of $10,605.  The acquisition was financed 
with $14,000 of borrowings from JTP's revolving credit agreement and $1,500 of 
a subordinated seller note.

On February 9, 1998, the Company completed the formation of Jordan Specialty 
Plastics, Inc. ("JSP").  JSP was formed as a Restricted Subsidiary under the 
Company's Indenture.  The Company sold the stock of Beemak and Sate-Lite to 
JSP for $11,500 of Preferred Stock, which will accrete at plus or minus 97.5% 
of the cumulative JSP net income or net loss, as the case may be, through the 
earlier of an Early Redemption Event (as defined) or the end of year five.  
The Company will also keep its intercompany notes with Sate-Lite ($1.2 million 
at January 31, 1998) and Beemak ($9.8 million at January 31, 1998).  The 
Company has sold these subsidiaries in order to establish them as more 
independent, stand-alone, industry-focused companies, and to allow the 
Company's stockholders and employees to invest directly in JSP.





PAGE 9

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


On February 11, 1998, JSP purchased all of the common stock of Deflecto 
Corporation ("Deflecto").  Deflecto designs, manufactures and markets plastic 
injection molded products such as office supplies, hardware products and 
houseware products.

The purchase price of $43,000, including costs directly related to the 
transaction, was preliminarily allocated to working capital of $8,598, 
property, plant, and equipment of $6,346, other long term assets and 
liabilities of ($1,941), and resulted in an excess purchase price over net 
identifiable assets of $29,997.  The acquisition was financed with cash from 
the JII credit line and a $5,000 subordinated seller note.

On February 26, 1998, JSP purchased all of the net assets of Rolite Plastics, 
Inc.  Rolite is a manufacturer of extruded vinyl chairmats for the office 
products industry.

The purchase price of $6,000 including costs directly related to the 
transaction, was allocated to working capital of $483, property, plant, and 
equipment of $754, and resulted in an excess purchase price over net 
identifiable assets of $4,763.  The acquisition was financed with cash and a 
$900 subordinated seller note.

On January 8, 1997, Beemak purchased the net assets of Arnon-Caine, Inc. 
("ACI"), a designer and distributor of modular storage systems primarily for 
sale to wholesale home centers and hardware stores.  Beemak now serves as 
ACI's primary supplier.  The integration of ACI into Beemak's operations has 
provided for manufacturing cost savings as well as synergistic marketing 
efforts.

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

On May 30, 1997, JTP purchased the assets of LoDan West, Inc. ("LoDan"), which 
designs, engineers and manufactures high-quality custom electronic cable 
assemblies, sub-assemblies and electro-mechanical assemblies for original 
equipment manufacturers in the data and telecommunications markets of the 
electronics industry.

The purchase price of $17,000, including estimated costs incurred directly 
related to the transaction, was allocated to working capital of $5,066,  
property, plant and equipment of $783, a non-compete agreement of $250, 
noncurrent assets of $41, and resulted in an excess purchase price over net 
identifiable assets of $10,860.  The acquisition was financed with cash and a 
$1,500 subordinated seller note.

On June 12, 1997, Motors and Gears Industries, Inc. ("Motors and Gears"), 
through its newly formed wholly-owned subsidiary, FIR Group Holdings, Inc. 
and 
PAGE 10

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


its wholly-owned subsidiaries, Motors and Gears Amsterdam, B.V. and FIR Group 
Holdings Italia, SrL, purchased all of the common stock of the FIR Group 
Companies, consisting of CIME S.p.A., SELIN S.p.A., and FIR S.p.A.  The FIR 
Group Companies are manufacturers of electric motors and pumps for niche 
applications such as pumps for catering dishwashers, motors for industrial 
sewing machines, and motors for industrial fans and ventilators.

The purchase price of $50,496, including costs directly related to the 
transaction, was allocated to working capital of $16,562, property, plant, and 
equipment of $4,918, other long term assets and liabilities of ($3,442), and 
resulted in an excess of purchase price over net identifiable assets of 
$32,458.  The cash was provided from borrowings under the Motors and Gears 
Industries, Inc. Credit Agreement established on November 7, 1996 among Motors 
and Gears Industries, Inc., various banks, and Bankers Trust Company, as 
agent.

On September 2, 1997 JTP purchased the assets of Engineered Endeavors Inc. 
("EEI").  EEI designs, manufactures and installs custom cellular personal 
communication systems and radio/broadcasting towers.  

The purchase price of $41,500, including estimated costs incurred directly 
related to the transaction, was allocated to working capital of $2,068, 
property, plant, and equipment of $799, a non-compete agreement of $2,500, 
other long-term assets of $14, and resulted in an excess purchase price over 
net identifiable assets of $36,119.  The acquisition was financed with $21,500 
of cash and $20,000 of borrowings under the JTP credit facility.  

On September 11, 1997 the Company purchased the net assets of Cho-Pat, Inc. 
("Cho-Pat").  Cho-Pat is a leading designer and manufacturer of orthopedic 
supports and patented preventive and pain reducing medical devices.  Cho-Pat 
currently produces nine different products primarily for reduction of pain 
from injuries and the prevention of injuries resulting from overuse of the 
major joints.  

The purchase price of $1,200, including estimated costs incurred directly 
related to the transaction, was allocated to working capital of $17, property, 
plant and equipment of $23, and other long-term assets of $34 which resulted 
in an excess purchase price over net identifiable assets of $1,126.  The 
acquisition was financed with cash.

On October 27, 1997 Motors and Gears acquired all of the outstanding stock of 
Electronic Design and Control Company ("ED&C").  ED&C is a full service 
electrical engineering company which designs, engineers and manufactures 
electrical control systems and panels for material handling systems and other 
like applications.  ED&C provides comprehensive design, build and support 
services to produce electronic control panels which regulates the speed of 
movement of conveyor systems used in a variety of automotive plants and other 
industrial applications.  
PAGE 11

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


The purchase price of $20,000, including costs incurred directly related to 
the transaction, was preliminarily allocated to working capital of $3,514, 
property, plant, and equipment of $132, covenants not to compete of $120, and 
resulted in an excess purchase price over net identifiable assets of $16,234.  
The acquisition was financed through a $16,000 borrowing on the Motors and 
Gears line of credit and a $4,000 subordinated seller note.  

On October 31, 1997 JTP purchased the stock of Telephone Services, Inc. of 
Florida ("TSI").  TSI designs, manufactures and provides customer cable 
assemblies, terminal strips and terminal blocks and other connecting devices 
primarily to the telephone operating companies and major telecommunication 
manufacturers.  

The purchase price of $53,303, including estimated costs incurred directly 
related to the transaction, has been allocated to working capital of $3,864, 
property, plant, and equipment of $1,528, a non-compete agreement of $2,000, 
and non current assets of $107, resulting in an excess purchase price over net 
identifiable assets of $45,804.  The acquisition was financed with a $48,000 
borrowing under the JTP credit facility, a $5,000 subordinated seller note and 
the assumption of a $303 deferred purchase agreement.

On December 10, 1997, Motors and Gears, through its newly formed wholly-owned 
subsidiary, Motion Holdings, Inc., purchased all of the common stock of Motion 
Control Engineering, Inc. ("MCE").  MCE is the leading independent supplier of 
electronic motion and logic control products to the elevator industry.

The purchase price of $53,600, including costs directly related to the 
transaction, was preliminarily allocated to working capital of $10,071, 
property and equipment of $1,428, non-compete agreements of $1,005, other 
long-term assets and liabilities of ($12), and resulted in an excess of 
purchase price over net identifiable assets of $41,108.  The cash was provided 
from the issuance of $100 million of 10 3/4% bonds by Motors and Gears, Inc.

Unaudited pro forma information with respect to the Company as if the 1998 and 
1997 acquisitions had occurred on January 1, 1998 and 1997 is as follows:


                                             THREE MONTHS ENDED
                                                  March 31,    
                                               1998      1997  
Net sales                                   $214,084  $190,998
Net income (loss) before taxes                (6,265)   (4,037)
Net income (loss)                            (10,644)   (7,587)



PAGE 12

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


H.  Welcome Home Chapter 11 Filing

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

Subsequent to the filing, Welcome Home reached an agreement with Fleet Capital 
Corporation to provide secured debtor-in-possession financing in the form of a 
credit facility.  The credit facility provides for borrowings dependent upon 
Welcome Home's level of inventory with maximum borrowings of $12,750.  The 
agreement grants a security interest in substantially all assets.  Advances 
under the facility bear interest at the prime rate plus 1.5%.  The agreement 
will terminate on January 31, 1999.

As a result of Welcome Home's Chapter 11 filing, the Company no longer has the 
ability to control the operations and financial affairs of Welcome Home.  
Accordingly, the Company no longer consolidates Welcome Home in its financial 
statements as of January 21, 1997, the date of the filing.  For the period 
ended January 21, 1997, the Company recorded a net loss of $1,195 related to 
Welcome Home.  Receivables from Welcome Home owed to the Company was $5,737 as 
of March 31, 1998.

Cape Craftsmen, a consolidated subsidiary of the Company, would also be 
adversely affected by a liquidation of Welcome Home.  In the first quarter of 
1998, Cape's sales to Welcome Home were $3,098, or 67.6%, of Cape's total 
first quarter sales.  Cape's receivable outstanding related to these sales was 
$2,662 at March 31, 1998.

I.  Debenture Swap

On April 2, 1997, the Company privately placed approximately $214,036 
aggregate principal amount of 11.75% Series A Senior Subordinated Discount 
Debentures due 2009 (the "Series A Debentures"), at 56.52% of such principal 
amount. The Company placed the Series A Debentures to refinance substantially 
all of the $133,075 aggregate principal amount of its 11.75% Senior 
Subordinated Discount Debentures due 2005.  The Company has successfully 
registered and exchanged 11.75% Series B Senior Subordinated Discount
Debentures due 2009 for its Series A Debentures.  In conjunction with this 
transaction, the Company recorded an extraordinary loss of $8,898 relating to 
the write-off of deferred financing fees and the premium assessed on the new 
issue.


PAGE 13

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


J.  Payment of Stock Appreciation Rights

In March 1992, the former shareholders of a wholly-owned subsidiary, were 
granted Stock Appreciation Rights ("SAR") exercisable in full or in part on 
the occurrence of the disposition by voting power and/or value of the capital 
stock of the subsidiary.  The value of the stock appreciation rights was based 
on the ultimate sales price of the stock or assets of the subsidiary, and is 
essentially 15.0% of the ultimate sales price of the stock or assets sold, 
less $15,625.

On April 10, 1997, the Company paid the former shareholders pursuant to an 
agreement ("The Redemption Agreement"), as if the subsidiary was sold for 
$110,000.  The former shareholders received $9,438 in cash and a deferred 
payment of $5,980 over five years including interest.  The Redemption 
Agreement also requires that $1,875 of remaining preferred stock be redeemed 
one year from the date of the agreement.  The Company recorded a charge of 
$15,418 related to this agreement during 1997.  The Company paid $1.0 million 
during the first quarter of 1998.

As consideration for the signing of the Redemption Agreement, the Company 
further agreed to pay the former shareholders non-compete payments totaling 
$352 and a special bonus of approximately $454, determined based on a 
percentage of the subsidiary's gross profit during fiscal 1997.

In connection with the Company's acquisitions of AIM and Cambridge in 1989, 
the seller of these companies was granted stock appreciation rights.  The 
formula used to value these rights was calculated by determining 20% of a 
multiple of average cash flow of these companies for the two years preceding 
the date when these rights were exercised, less the indebtedness of these 
companies.  The seller passed away during the third quarter of 1996 and the 
seller's estate exercised these rights.  The total amount owed under these 
rights is approximately $6,260.  AIM had fully accrued for these rights as of 
December 31, 1996.  In 1997, the Company entered into an agreement to purchase 
and redeem the Estate's and Decedent's interest in the SAR for $3,111 in cash 
and a deferred payment, including interest at 9% per annum, of $3,391 payable 
on May 2, 1998.  The remaining portion of the liability, plus interest, of 
$3,337 is included in accrued liabilities at December 31, 1997.  The Company 
paid $3,391 to Aim on May 4, 1998, which was the remaining liability.

K.  Additional Purchase Price Agreements

The Company has a contingent purchase price agreement relating to its 
acquisition of Deflecto in 1998.  The plan 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 plan is payable 120 days 
after the transaction. 


PAGE 14

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


The Company has a contingent purchase price agreement relating to its 
acquisition of Viewsonics in 1996.  The plan is based on Viewsonics achieving 
certain earnings before interest and taxes and can pay a minimum of $0 and a 
maximum of $2,000 for the year ended July 31, 1997 and $3,000 for the year 
ending July 31, 1998.  As of December 31, 1997, the Company had accrued $1,388 
for the plan year ended July 31, 1997.  No amounts have been accrued for the 
plan year ending July 31, 1998.  The Company has paid $1,388 to the former 
owner of Viewsonics during the first quarter of 1998.

The Company also has a contingent purchase price agreement relating to its 
acquisition of Motion Control on December 18, 1997. The terms of the Company's 
Motion Control acquisition agreement provides for additional consideration to 
be paid if the acquired entity's results of operations exceed certain targeted 
levels.  Targeted levels are set substantially above the historical experience 
of the acquired entity at the time of acquisition.  The agreement becomes 
exercisable in 2003 and payments, if any, under the contingent agreement will 
be placed in a trust and paid out in cash in equal annual installments over a 
four year period.

In addition, the Company has an agreement to make an additional purchase price 
payment of up to $4,000 to the former owners of TSI if certain earnings 
projections are met on or before March 1, 1999. 

L.  Preferred Stock

In April 1997, the Company entered into an agreement ("The Redemption 
Agreement") with certain former shareholders of a subsidiary.  Pursuant to The 
Redemption Agreement, the Company is required to redeem $1,875 of remaining 
preferred stock one year from the date of the agreement.  At December 31, 
1997, the preferred stock is classified as an accrued liability.  This 
liability was paid in full during the first quarter of 1998.

In May 1997, Motors and Gears Holdings, Inc., a majority-owned subsidiary of 
the Company, issued $1,500 of senior, non-voting 8.0% cumulative preferred 
stock to its minority shareholders.

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

Holders of the JTP Senior Preferred Stock are entitled to receive dividends at 
a rate of 13.25% per annum of the liquidation preference.  All dividends are 
cumulative, whether or not earned or declared, and are payable on February 1, 
May 1, August 1, and November 1 of each year.  On or before August 1, 2002, 
JTP may, at its option, pay dividends in cash or in additional shares of JTP 
Senior Preferred Stock having an aggregate liquidation preference equal to the 
amount of such dividends.  After August 1, 2002, dividends may be paid only 
in 
PAGE 15

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


cash.  On November 1, 1997, JTP issued 889.3836 of additional shares of JTP 
Senior Preferred Stock, as payment of dividends through that date.  On 
February 1, 1998, the Company issued 864.6345 shares of Senior Preferred Stock 
as payment of dividends through that date.

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

M.  Foreign Exchange Instruments and Risk Management

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

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

The Company has $11,074 notional amount of foreign currency forward exchange 
contracts outstanding at March 31, 1998 ($0 at December 31, 1997).

N.  Subsequent Events

On May 15, 1998, the Company, through a newly formed wholly-owned subsidiary, 
Advanced D.C. Holdings, Inc., acquired all of the outstanding stock of 
Advanced D.C. Motors, Inc. and its affiliates ("ADC").  ADC is a designer and 
manufacturer of direct current ("DC") permanent magnet motors and starters 
(generators) which range from 4.5 inches to 9 inches in frame size.  The 
Company sells special purpose, custom designed motors for use in electric lift 
trucks, power sweepers, electric utility vehicles, golf carts, electric boats, 
and other niche products.  ADC also designs and manufactures its own 
production equipment as well as electric motor components known as 
commutators.





PAGE 16

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


In connection with the acquisition, the Company paid $53.0 million to the 
sellers in cash.  The acquisition was financed with existing cash and 
borrowings under the Motors & Gears Industries, Inc. Credit Agreement.  The 
Company has a contingent purchase price agreement of $5.6 million relating to 
the acquisition of ADC whereas the contingent purchase price is dependent upon 
the acquired entity's results of operations exceeding certain targeted levels 
substantially above the historical experience of ADC at the time of 
acquisition.  The purchase price has not been allocated at this time.
<PAGE>

PAGE 17

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


                                           QUARTER ENDED MARCH 31,     
                                                1998      1997 

Net Sales:
Specialty Printing & Labeling                 $23,736    $23,216         
Jordan Specialty Plastics (c)                  13,812      6,032
Motors and Gears                               58,567     31,519  
Telecommunications Products (c)                72,101     46,925
Welcome Home (d)                                    -      2,456
Consumer and Industrial Products               39,486     41,395          
     Total                                   $207,702   $151,543       

Operating Income (Loss) (a):
Specialty Printing & Labeling                $    489   $    377          
Jordan Specialty Plastics (c)                   1,972        498 
Motors and Gears                               10,715      7,093          
Telecommunications Products (c)                 7,789      6,612          
Welcome Home (d)                                    -     (1,107)
Consumer and Industrial Products                4,217      5,282
     Total                                   $ 25,182   $ 18,755         

Operating Margins (b):
Specialty Printing & Labeling                    2.1%      1.6%              
Jordan Specialty Plastics (c)                   14.3       8.3
Motors and Gears                                18.3      22.5   
Telecommunications Products (c)                 10.8      14.1          
Welcome Home (d)                                   -     (45.1)   
Consumer and Industrial Products                10.7      12.8
Consolidated (a)                                12.1      12.4

                    

(a)Before corporate overhead of $6,827 and $4,780 for the three months ended 
March 31, 1998 and 1997, respectively.

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

(c)     In 1998, Sate-Lite and Beemak were reclassified from the Consumer and 
Industrial Product segment to the Jordan Specialty Plastics segment.  In 1997, 
the Retube product line of Dura-Line was reclassified from the 
Telecommunications Products segment to the Consumer and Industrial Products 
segment.  Prior period results were also realigned into these new groups in 
order to provide accurate comparisons between periods.

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


PAGE 18

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 1997 10-K and the financial statements and the related notes 
thereto which are included elsewhere in this quarterly report.

Results of Operations

Summarized below are the net sales, operating income and operating margins (as 
defined) for each of the Company's business segments for the first quarter 
ended March 31, 1998 and 1997.  This discussion reviews the foregoing segment 
data and certain of the consolidated financial data for the Company.

     Specialty Printing and Labeling.  As of March 31, 1998, the Specialty 
Printing and Labeling group consisted of SPAI, Valmark, Pamco, and Seaboard.

Net sales for the three months ended March 31, 1998 increased $0.5 million or 
2.2% and operating income for the first quarter increased $0.1 million or 
29.7%.  The increase in sales is primarily due to higher sales of ad specialty 
products and calendars at SPAI, $1.0 million and $0.4 million, respectively, 
increased sales of labels at Pamco, $0.2 million, and higher sales of membrane 
switches at Valmark, $0.2 million.  Partially offsetting these increases are 
lower sales of shielding devices and screen printed products at Valmark, $0.7 
million and $0.2 million, respectively, decreased sales of folding boxes at 
Seaboard, $0.3 million, and lower sales of school annuals at SPAI, $0.1 
million.

Operating income increased primarily due to higher operating income at SPAI, 
$0.1 million.  This increase at SPAI is due to lower selling, general, and 
administrative expenses, primarily medical insurance and commissions.  
Operating margin increased 0.5%, from 1.6% in 1997 to 2.1% in 1998, due to the 
lower costs at SPAI.

Jordan Specialty Plastics.  As of March 31, 1998, the Jordan Specialty 
Plastics group consisted of Beemak, Sate-Lite, Deflecto, and Rolite.

Net sales for the three months ended March 31, 1998 increased $7.8 million or 
129.0% and operating income for the first quarter increased $1.5 million or 
296.0%.  The increase in sales is primarily due to the acquisitions of 
Deflecto and Rolite during the first quarter of 1998.  Deflecto and Rolite 
contributed sales in the first quarter of 1998 of $7.1 million and $0.4 
million, respectively.  In addition, net sales increased due to higher sales 
of warning triangles, bike reflectors, and other bike parts at Sate-Lite, $0.2 
million, each.  Partially offsetting these increases are lower sales of 
plastic injection molded products at Beemak, $0.3 million.

Operating income increased primarily due to the acquisitions of Deflecto and 
Rolite, as discussed above.  Deflecto and Rolite contributed operating income 
in the first quarter 1998 of $1.2 million and $0.1 million, respectively.  In 
addition, the increase was due to higher operating income at Sate-Lite, $0.2 
million, stemming from increased sales of higher gross margin products.  
PAGE 19

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



Operating margin increased 6.0%, from 8.3% in 1997 to 14.3% in 1998, primarily 
due to the acquisitions of Deflecto and Rolite and increased gross profit and 
decreased depreciation expense at Sate-Lite.

     Motors and Gears.  As of March 31, 1998, the Motors and Gears group 
consisted of Imperial, Scott, Gear, Merkle-Korff, ED&C, and Motion Control.  

Net sales for the first three months of 1998 increased $27.0 million or 85.8% 
and operating income for the first quarter increased $3.6 million or 51.1%.  
The increase in sales is primarily due to the acquisitions of FIR Group, ED&C 
Company, and Motion Control Engineering in June 1997, October 1997, and 
December 1997, respectively.  FIR, ED&C, and Motion Control contributed sales 
in the first quarter of 1998 of $9.4 million, $3.5 million, and $11.6 million, 
respectively, or 90.7% of the total increase in sales.  In addition, sales 
increased due to a 5.8% increase in sales of sub-fractional motors and a 17.0% 
increase in sales of fractional/integral motors.  These increases are 
attributed to continued strength in the vending and appliance markets and 
stronger sales in the floor care and elevator markets, respectively.

The increase in operating income is primarily due to the increase in sales of 
sub-fractional motors and fractional/integral motors, as discussed above.  
Operating margin decreased 4.2%, from 22.5% in 1997 to 18.3% in 1998, 
primarily due to FIR, ED&C, and Motion Control operating at a slightly lower 
gross margin than the rest of the group.

     Telecommunications Products.  As of March 31, 1998, the 
Telecommunications Products group consisted of Dura-Line, AIM, Cambridge, 
Johnson Components, Diversified, Viewsonics, Vitelec, Bond, Northern 
Technologies, LoDan, EEI, and TSI.

Net sales for the three months ended March 31, 1998 increased $25.2 million or 
53.7% and operating income for the first quarter increased $1.2 million or 
17.8%.  The increase in sales is primarily due to the acquisitions of LoDan, 
EEI, and TSI which occurred subsequent to the first quarter of 1997.  LoDan, 
EEI, and TSI contributed sales in the first quarter of 1998 of $6.7 million, 
$4.1 million, and $10.6 million, respectively.  In addition, K&S Sheet Metal 
was acquired during the first three months of 1998 and contributed sales of 
$2.6 million.  Sales also increased due to higher sales of infrastructure 
products and equipment, particularly power conditioning systems and CATV 
products, increased sales of electronic connectors, and higher sales of custom 
assemblies.  Partially offsetting these increases are decreased sales of cable 
conduit due to severe weather conditions in the west coast and southern United 
States markets, an unfavorable currency differential between the United States 
dollar and the British pound and Czech crown, and the closure of a facility in 
China for facility upgrades.

Operating income increased primarily due to the acquisitions of LoDan, EEI, 


PAGE 20

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



and TSI, as discussed above.  LoDan, EEI, and TSI contributed operating 
income 
in the first quarter of 1998 of $0.7 million, $0.1 million, and $1.8 million, 
respectively.  Partially offsetting these increases is decreased operating 
income at Dura-Line and Diversified due to lower overhead absorption, and 
lower operating income at Cambridge due to lower sales of higher margin 
products.  Operating margin decreased 3.3%, from 14.1% in 1997 to 10.8% in 
1998, due to lower overhead absorption, decreased gross profit on electronic 
connectors, and higher amortization costs related to the new acquisitions.

     Welcome Home.  Net sales decreased $2.5 million or 100.0%, and the 
operating loss decreased $1.1 million or 100.0%.  Due to Welcome Home filing 
Chapter 11 bankruptcy on January 21, 1997, the results of operations of 
Welcome Home are not included in the consolidated results of the Company at 
March 31, 1998.  See Note F.

     Consumer and Industrial Products.  As of March 31, 1998, the Consumer and 
Industrial Products group consisted of DACCO, Riverside, Parsons, Cape 
Craftsmen, Cho-Pat, and Dura-Line Retube.

Net sales for the three months ended March 31, 1998 decreased $1.9 million or 
4.6% and operating income for the first quarter decreased $1.1 million or 
20.2%.  The decrease in sales is primarily due to the sales of Paw Print and 
Hudson in July 1997 and May 1997, respectively.  Paw Print and Hudson 
contributed sales in the first quarter of 1997 of $4.3 million and $4.6 
million, respectively.  In addition, sales decreased due to lower contract 
distribution sales at Riverside, $0.4 million.  Partially offsetting these 
decreases are higher sales of rebuilt converters at Dacco, $0.6 million, 
increased sales of bibles, books, and video tapes at Riverside, $0.4 million, 
$1.3 million, and $0.2 million, respectively, higher sales of aircraft parts 
at Parsons, $0.3 million, increased sales of wooden furniture and other 
accessories at Cape, $3.7 million, higher sales of plastic pipe at Dura-Line 
Retube, $0.5 million, and sales at Cho-Pat, $0.4 million, due to the 
acquisition of the company in September 1997.

Operating income decreased primarily due to the sale of Paw Print and Hudson, 
as discussed above.  Paw Print and Hudson contributed operating income in the 
first quarter of 1997 of $0.5 million and $1.5 million, respectively.  
Partially offsetting these decreases is higher operating income at: Dacco, 
$0.2 million, Riverside, $0.1 million, Parsons, $0.3 million, Cape, $0.1 
million, Cho-Pat, $0.1 million, and Dura-Line Retube, $0.1 million.  The 
offsetting increase to operating income is primarily due to increased sales of 
higher gross margin products at Dacco and increased gross profit at Parsons 
stemming from a reduction in overhead costs and an increase in sales of 
titanium hot formed products.  Operating margin decreased 1.9%, from 12.8% in 
1997 to 10.9% in 1998, primarily due to the divestitures of Paw Print and 
Hudson.



PAGE 21

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


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

Consolidated net sales for the first three months of 1998 increased $56.2 
million or 37.1% and operating income for the first quarter increased $4.4 
million or 31.5%.  The increase in sales is primarily due to the 1998 
acquisitions of Deflecto and Rolite in the Jordan Specialty Plastics group and 
K&S Sheet Metal in the Telecommunications Products group.  In addition, sales 
increased due to the 1997 acquisitions that occurred subsequent to the first 
quarter of 1997:  FIR, ED&C, and Motion Control in the Motors and Gears group; 
LoDan, EEI, and TSI in the Telecommunications Products group; and Cho-pat in 
the Consumer and Industrial Products group.  Sales also increased due to 
higher sales of ad specialty products and calendars in the Specialty Printing 
and Labeling group, increased sales of bike reflectors, warning triangles, and 
other bike products in the Jordan Specialty Plastics group, higher sales of 
sub-fractional motors and fractional/integral motors in the Motors and Gears 
group, increased sales of power conditioning systems, CATV products, 
electronic connectors, and custom cable assemblies in the Telecommunications 
Products group, and higher sales of rebuilt converters, bibles, books, 
videotapes, and aircraft parts in the Consumer and Industrial Products group.  
Partially offsetting these increases are lower sales of shielding devices in 
the Specialty Printing and Labeling group, decreased sales of cable conduit in 
the Telecommunications Products group, and lower sales in the Consumer and 
Industrial Products group due to the sales of Paw Print and Hudson during 
1997.

The increase in operating income is primarily due to the 1998 and 1997 
acquisitions, as discussed above.  In addition, operating income increased due 
to lower selling, general, and administrative costs in the Specialty Printing 
and Labeling group, the higher sales of sub-fractional and fractional/integral 
motors in the Motors and Gears group, a reduction in overhead costs and an 
increase in sales of titanium hot-formed products in the Consumer and 
Industrial Products group, and the deconsolidation of Welcome Home.  Partially 
offsetting these increases is decreased operating income due to lower overhead 
absorption and lower sales of higher margin products in the Telecommunications 
Products group and decreased sales in the Consumer and Industrial Products 
group due to the sales of Paw Print and Hudson, as discussed above.  Operating 
margin remained consistent between 1997 and 1998.

Interest expense increased $7.7 million or 41.6% due to higher debt levels 
stemming from the Company's July 1997 debt and preferred stock offering at JTP 
and the Company's December 1997 debt offering at Motors and Gears.  Interest 
expense also increased due to the financing of the Company's acquisitions.  
Interest income remained consistent between 1997 and 1998.

     Liquidity and Capital Resources.  The Company had approximately $201.2 
million in working capital at March 31, 1998, compared to $176.5 million at 
the end of 1997, representing an increase of $24.6 million or 14.0%.  This 
increase is due to increased net trade receivables, higher inventory, and 
decreased accrued liabilities.  Partially offsetting these increases in 
PAGE 22

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



working capital is an increased accounts payable balance and a higher advance 
deposits balance.

Net cash used in operating activities for the three months ended March 31, 
1998 is $3.5 million, compared to $3.4 million used in operating activities 
in 
the same period of 1997. 

Net cash used in investing activities for the three months ended March 31, 
1998 is $59.1 million, compared to $8.7 million used in investing activities 
in the same period of 1997.  This increase is primarily due to the 
acquisitions of Deflecto, Rolite, and K&S Sheet Metal.

Net cash provided by financing activities for the three months ended March 31, 
1998 is $64.4 million, compared to $10.0 million provided by financing 
activities in the same period of 1997.  This increase is primarily due to 
increased revolver borrowings at the JTP and JII levels.

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

The Company expects its principal sources of liquidity to be from its 
operating activities and funding from the revolving line-of-credit agreement.  
The Company further expects that these sources will enable it to meet its 
long-term cash requirements for working capital, capital expenditures, 
interest, taxes, and debt repayment for at least the next 12 month.<PAGE>PAGE 23


PART II.  OTHER INFORMATION



Item 1.Legal Proceedings
               None

Item 2.Changes in Securities
               None

Item 3.Defaults upon Senior Securities
               None

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

Item 5.Other Information
               None

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

                  27.  EDGAR Financial Data Schedule



<PAGE>PAGE 24

SIGNATURES






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


                                        JORDAN INDUSTRIES, INC.





May 15, 1998                         By:   /s/ Thomas C. Spielberger
                                        Thomas C. Spielberger 
                                        Senior Vice President,
                                        Finance and Accounting