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, 2000               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 11, 2000:  98,501.0004.




<PAGE>

                                      2


                          JORDAN INDUSTRIES, INC.

                                   INDEX


Part I.                                                               Page No.
-------                                                               --------

       Financial Information                                              3

       Condensed Consolidated Balance Sheets
       at March 31, 2000, (Unaudited) and December 31, 1999               3

       Condensed Consolidated Statements of Operations for the
       Three Months Ended March 31, 2000 and 1999 (Unaudited)             4

       Condensed Consolidated Statements of Cash Flows for
       The Three Months Ended March 31, 2000 and 1999
       (Unaudited)                                                        5

       Notes to Condensed Consolidated Financial Statements
       (Unaudited)                                                        6

       Management's Discussion and Analysis of
       Financial Condition and Results of Operations                      13


Part II.

       Other Information                                                  20

       Signatures                                                         21




<PAGE>

                                        3

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


                                                    March 31,    December 31,
                                                     2000            1999
                                                  -----------    ------------
                                                  (unaudited)

ASSETS
Current Assets:
  Cash and cash equivalents                         $ 18,654       $ 20,417
  Accounts receivable, net                           143,660        139,269
  Inventories                                        141,586        130,747
  Net assets of discontinued operations
   held for sale                                           -        267,616
  Prepaid expenses and other current assets           14,348         10,392
                                                     -------        -------
    Total Current Assets                             318,248        568,441

Property, plant and equipment, net                   107,150        108,114
Investments in and advances to affiliates             24,823         25,337
Goodwill, net                                        434,032        404,359
Deferred income taxes                                 15,851         15,851
Other assets                                          47,458         44,238
                                                      ------         ------
    Total Assets                                    $947,562    $ 1,166,340
                                                    ========    ===========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current Liabilities:
  Accounts payable                                  $ 58,542       $ 60,345
  Accrued liabilities                                 68,291         60,184
  Taxes payable                                       31,401          3,115
  Advance deposits                                     5,300          1,651
  Current portion of long-term debt                    9,834        424,520
                                                     -------        -------
    Total Current Liabilities                        173,368        549,815

Long-term debt                                       815,846        843,211
Other non-current liabilities                         11,353          9,897
Minority interest                                        431            406
Preferred stock                                        1,884          1,846
Net Capital Deficiency:
  Common stock $.01 par value: 100,000 shares
   authorized and 98,501.0004 shares
   outstanding                                             1              1
  Additional paid-in capital                           2,116          2,116
  Accumulated other comprehensive loss                (8,934)        (5,740)
  Accumulated deficit                                (48,503)      (235,212)
                                                      ------        -------
    Total Net Capital Deficiency                     (55,320)      (238,835)
                                                      ------        -------
    Total Liabilities and Net Capital
     Deficiency                                     $947,562    $ 1,166,340
                                                    ========    ===========


See accompanying notes to condensed consolidated financial statements.



<PAGE>

                                     4

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


                                                    THREE MONTHS ENDED
                                                         March 31,
                                                 --------------------------
                                                  2000               1999
                                                  -------          -------

Net sales                                          $198,490       $ 163,610
Cost of sales, excluding depreciation               126,273         105,443
Selling, general and administrative
 expenses, excluding depreciation                    44,158          32,766
Depreciation                                          5,614           5,070
Amortization of goodwill and other
 intangibles                                          4,409           3,557
Management fees and other                               291             718
                                                    -------        --------

Operating income                                     17,745          16,056

Other expenses:
  Interest expense                                   22,508          18,657
  Interest income                                      (282)           (195)
  Other                                                  (6)            561
                                                     -------        --------
    Total other expenses, net                        22,220          19,023
                                                     -------        --------
Loss from continuing operations
 before income taxes, minority interest
 and extraordinary items                             (4,475)         (2,967)
(Benefit) provision for income taxes                 (1,851)            324
                                                     -------        --------
Loss from continuing operations before
 minority interest and extraordinary items           (2,624)         (3,291)
Minority interest                                        25              47
                                                     -------        --------
Loss from continuing operations                      (2,649)         (3,338)
(Gain) loss on discontinued operations, net
 of taxes                                          (189,395)          5,336
                                                    --------        --------
Income (loss) before extraordinary items            186,746          (8,674)
Extraordinary items                                       -             193
                                                    -------         --------
Net income (loss)                                 $ 186,746         $(8,867)
                                                   ========         =======



See accompanying notes to condensed consolidated financial statements.





<PAGE>

                                    5
<TABLE>
<CAPTION>

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

                                                                         THREE MONTHS ENDED
                                                                               March 31,
                                                                        ---------------------
                                                                         2000           1999

<S>                                                                  <C>              <C>
Cash flows from operating activities:
 Net income (loss)                                                   $ 186,746         $(8,867)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
    Depreciation and amortization                                        9,973          12,500
    Amortization of deferred financing fees                              1,267           1,210
    Minority interest                                                       25             140
    Deferred taxes                                                      (2,851)             -
    Non-cash interest                                                    4,764           7,139
    Gain on sale of discontinued operations                           (189,395)             -
    Changes in operating assets and liabilities
     Net of effects from acquisitions:
      Increase in current assets                                       (11,911)           (993)
      Increase in current liabilities                                    7,276           7,498
     (Increase) decrease in non-current assets                          (1,553)          4,995
      Increase (decrease) in non-current liabilities                       595            (210)
                                                                       -------          -------
        Net cash provided by operating activities                        4,936           23,41
Cash flows from investing activities:
  Net proceeds from sale of discontinued operations                     71,362               -
  Capital expenditures, net                                             (4,518)         (3,245)
  Acquisition of subsidiaries                                          (33,297)        (91,840)
  Additional purchase price payments                                    (3,093)         (8,944)
  Net cash acquired in purchase of subsidiaries                          1,957             616
  Other                                                                    (33)           (102)
                                                                        ------         -------
        Net cash provided by (used in) investing
         activities                                                     32,378        (103,515)
  Cash flows from financing activities:
    Repayment of revolving credit facilities, net                      (36,973)        (35,000)
    Repayment of long-term debt                                           (893)         (1,822)
    Proceeds from debt issuance - Jordan
     Industries, Inc.                                                        -         149,761
    Payment of financing costs                                               -         (13,684)
    Other borrowing                                                          -             403
                                                                        ------         -------
    Net cash (used in) provided by financing
     activities                                                        (37,866)         99,658
  Foreign currency translation                                          (1,211)         (1,899)
                                                                        ------         -------
  Net (decrease) increase in cash equivalents from
   beginning of period                                                  (1,763)         17,656
Cash and cash equivalents at beginning of period                        20,417          23,008
                                                                        ------         -------
Cash and cash equivalents at end of period                             $18,654         $40,664
                                                                       =======         =======

</TABLE>


See accompanying notes to condensed consolidated financial statements.


<PAGE>

                                     6

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

A.  Organization

The unaudited condensed consolidated financial statements, which reflect
all adjustments that management believes necessary to present fairly the
results of interim operations 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, 1999, which are included in the Company's Annual
Report filed on Form 10-K for such year (the "1999 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,
                                            2000                 1999
                                          --------           ------------

       Raw materials                       $ 53,905           $ 50,484
       Work-in-process                       16,815             16,335
       Finished goods                        70,866             63,928
                                           --------           --------
                                           $141,586           $130,747
                                           ========           ========

C.  Comprehensive Income

Total comprehensive income (loss) for the quarters ended March 31, 2000 and
1999 is as follows:


                                                    Three Months Ended
                                                         March 31,
                                                --------------------------
                                                2000                 1999
                                              --------             --------
Net income (loss)                             $186,746            $ (8,867)
Foreign currency translation                    (3,194)             (2,965)
                                              ---------            --------
Comprehensive income (loss)                   $183,552            $(11,832)
                                              =========           =========

D.  Sales of Subsidiaries

On March 19, 1999 the Company sold its assets in the Consolidated Plumbing
Industries ("CPI" or "Retube") division of Dura-Line for $3,389. There was
no gain or loss associated with the sale. CPI's product is used to replace
copper water pipe in homes.

On November 9, 1999, the Company sold the net assets of Parsons Precision
Products ("Parsons") for $22,000. Parsons is a manufacturer of titanium
hot-formed products for the aerospace industry. The Company recorded a gain
of $10,037 associated with the sale.

<PAGE>

                                     7

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

E.  Acquisition and Formation of Subsidiaries

On March 23, 2000, the Company purchased Raba Technologies ("Raba"), an
information technology consulting company, for $20,000. The acquisition was
financed with $17,300 of cash and a $2,700 subordinated seller note. Raba
provides custom application development and software product development
and is a part of the Capita Technologies segment. The purchase price has
been preliminarily allocated to working capital of $1,944, property, plant,
and equipment of $224, other long-term liabilities of $(829), and resulted
in an excess purchase price over net identifiable assets of $18,661.

On March 14, 2000, the Company purchased Online Environs, Inc. ("Online
Environs"), an international internet business solutions developer and
consultant, for $4,500. The acquisition was financed with $3,000 in cash
and a $1,500 subordinated seller note. Online Environs' digital
communications solutions are designed to help clients increase sales,
improve communications, and create and enhance business identities over the
internet, commonly known as eBusiness. The purchase price has been
preliminarily allocated to working capital of $(104), property, plant and
equipment of $171 and resulted in an excess purchase price over net
identifiable assets of $4,433.

On January 7, 2000, the Company purchased Aurora Products ("Aurora"), an
information technology consulting company, for $5,000. The acquisition was
financed with $4,500 of cash and a $500 subordinated seller note. Aurora
provides software application development and customization and has become
a wholly owned subsidiary of Protech in the Capita Technologies segment.
The purchase price has been preliminarily allocated to working capital of
$(116), property, plant and equipment of $121 and resulted in an excess
purchase price over net identifiable assets of $4,995.

In December 1999, Motors & Gears, through its wholly-owned subsidiary FIR,
acquired certain net assets of the L'Europea Electric Hoist division
("L'Europea") from Pramac Industriale for approximately $5,200. L'Europea
hoists are electric pulleys and elevators used for lifting applications
mainly found at construction sites. As FIR's operations are included for
periods ending two months prior to the Company's year-end and interim
periods, the effects of this transaction are not included in the Company's
results until 2000. The purchase price has been preliminarily allocated to
working capital of approximately $1,200 and resulted in an excess purchase
price over net identifiable assets of $4,000.

On December 20, 1999, the Company purchased the stock of Yearntree, Ltd.
("Yearntree") for $3,289. Yearntree is a manufacturer of injection molded
office products in the United Kingdom. The purchase was financed with cash
of $2,681 and assumed debt of $608. The purchase price allocation has not
been completed at this time.



<PAGE>

                                     8

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

On October 29, 1999, the Company completed the formation of Jordan Auto
Aftermarket, Inc. ("JAAI"). JAAI was formed as a Restricted Subsidiary
under the Company's Indenture. The Company sold the stock of DACCO and Alma
(see below) to JAAI for $75,000 of JAAI Preferred Stock, which accretes at
plus or minus 97.5% of the cumulative JAAI 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, (unless redemption is prohibited by a JAAI or
Company debt covenant). The Company will also keep its intercompany note
with DACCO ($17.0 million at October 29, 1999). 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 JAAI.

On October 15, 1999, the Company completed the formation of Capita
Technologies, Inc. ("Capita"). Capita was formed as a Restricted Subsidiary
under the Company's Indenture. The Company sold the stock of Protech and
GDI (see below) to Capita for $1,000 of Capita Preferred Stock, which
accretes at plus or minus 51% of the cumulative Capita 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, (unless such redemption is prohibited
by a Capita or Company debt covenant), and a $2.6 million note. The Company
will keep its intercompany notes with Protech ($13.2 million at October 15,
1999) and GDI ($16.8 million at October 15, 1999). 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 Capita.

On August 24, 1999, the Company purchased 80% of the stock of GDI Services,
Inc. ("GDI") for total consideration of $20,000. GDI is an information
technology company that provides consulting services in the areas of
business-to-business e-commerce and large mission critical client-server
software application development. The acquisition was financed with
borrowings on the Company's revolving credit facility and a $5,000
subordinated seller note. The purchase price was allocated to working
capital of $700, property, plant and equipment of $250 and other
non-current assets of $6, and resulted in an excess purchase price over
identifiable assets of $19,044.

On July 30, 1999, the Company purchased Tele-Flow, Inc. ("Tele-Flow") for
$3,400. Tele-Flow is a manufacturer of polystyrene plastic injection molded
heating, ventilation and air conditioning ("HVAC") registers and air
diffusers and flexible air ducts. The purchase price was allocated to
working capital of $232, property, plant and equipment of $1,811 and
noncurrent liabilities of ($185), resulting in an excess purchase price
over identifiable assets of $1,542.

On July 1, 1999, the Company acquired Supreme Die Cutting, Inc.
("Supreme"). Supreme is a manufacturer of folding cartons and specialty
paperboard products. The purchase price of $514 including costs directly
related to the transaction, was allocated to inventory of $50 and property,
plant and equipment of $450 and resulted in an excess purchase price over
identifiable assets of $14.

<PAGE>
                                      9

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

On April 2, 1999, the Company purchased the net assets of Protech Systems,
Inc. ("Protech") for $12,500. Protech is an information technology
consulting company that provides software application development and
customization. The purchase price was allocated to working capital of
$2,095, property and equipment of $213, and non-current liabilities of
$(641), resulting in an excess purchase price over identifiable assets of
$10,833. The acquisition was financed with cash from the Company's credit
line and a $500 subordinated seller note.

On March 22, 1999, the Company purchased Alma Products ("Alma") for $86,166
including costs directly related to the transaction. Alma is comprised of
three primary product lines: (i) high quality remanufactured torque
converters used to supply warranty replacements for automotive
transmissions originally sold to Ford, Chrysler, John Deere and
Caterpillar, (ii) new and remanufactured air conditioning compressors for
original equipment manufacturers including Ford, Chrysler and General
Motors, and (iii) new and remanufactured clutch and disc assemblies used in
standard transmissions sold primarily to Ford. The purchase price of
$88,084 is made up of cash of $85,995 and the assumption of a $2,089
long-term liability for retiree healthcare benefits. The purchase price was
allocated to working capital of $18,722, property, plant and equipment of
$9,455, retiree healthcare benefit obligations of ($2,089), and resulted in
an excess purchase price over net identifiable assets of $59,907.

The acquisition of Alma was financed with a $155,000 "tack-on" bond
offering at 103/8% coupon. The bonds were sold at 96.62% of par and mature
on August 1, 2007. The net cash to the Company was $149,761. The Company
used the proceeds from the offering to purchase Alma and to repay
outstanding borrowings on its revolving credit facility.

Acquisitions of the Company have been financed primarily through the use of
the revolving lines of credit and the issuance of Senior Debt. These
acquisitions have been accounted for using the purchase method of
accounting. Accordingly, the operating results of each of these
acquisitions have been included in the consolidated operating results of
the Company since the date of their acquisition.

Unaudited pro forma information with respect to the Company as if the 2000
and 1999 acquisitions had occurred on January 1, 1999 is as follows:

                                               Three Months Ended
                                                    March 31,
                                           --------------------------
                                             2000             1999
                                           --------         --------
Net sales                                  $203,774         $193,732
Net loss before taxes                        (3,471)         (2,502)
Net loss from continuing operations          (2,077)         (2,523)

F.  Welcome Home Chapter 11 Filing

On January 21, 1997, Welcome Home filed a voluntary petition for relief under
Chapter 11 ("Chapter 11") of title 11 of the United States code in the United
States Bankruptcy Court for the Southern District of New York ("Bankruptcy
Court"). In Chapter 11, Welcome Home continued to manage its affairs and



<PAGE>
                                 10


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

operate its business as a debtor-in-possession. The results of Welcome Home
were not consolidated with the Company's results for the period between
January 21, 1997 and July 21, 1999 as the Company no longer had the ability
to control the operations and financial affairs of the Company. On July 21,
1999, Welcome Home emerged from bankruptcy, whereupon the Company now owns
approximately 94% of the outstanding common stock of Welcome Home, for
consideration paid to creditors of approximately $1,149. The results of
Welcome Home are consolidated with the Company's results from the day of
the emergence, as the Company has regained operational and financial
control of Welcome Home.

G.  Discontinued Operations

On July 25, 1997, the Company recapitalized its investment in Jordan
Telecommunication Products, Inc. ("JTP") and JTP acquired the Company's
telecommunications and data communications products business from the
Company for total consideration of approximately $294,027, consisting of
$264,027 in cash, $10,000 of assumed indebtedness and preferred stock, and
the issuance to the Company of $20,000 aggregate liquidation preference of
JTP Junior Preferred Stock. The Company's stockholders and affiliates and
JTP management invested in and acquired the JTP common stock. As a result
of the recapitalization, certain of the Company's affiliates and JTP
management owned substantially all of the JTP common stock. The Company's
investment in JTP was represented solely by the JTP Junior Preferred Stock.
The JTP Junior Preferred Stock represented 95% of JTP's stockholder voting
rights and accreted 95% of JTP's net income or loss. The Company had
obtained an independent opinion as to the fairness, from a financial point
of view, of the recapitalization to the Company and its public bondholders.

On January 18, 2000, the Company's affiliates sold the common stock of JTP
to a third party and the Company sold its interest in the preferred stock
for $54,100. The Company also received $6,535 for reimbursement of
expenses, $12,000 for the buyout of the management services agreements, and
$3,900 for an advisory and indemnity fee. The Company has recognized a gain
of $189,395 in the first quarter of 2000, net of taxes of approximately
$28,000.

For 1999, 1998 and 1997, JTP's net sales were $431,310, $310,028 and
$257,010, respectively. The losses on discontinued operations in the
Company's Statements of Operations for the years ended December 31, 1999,
1998 and 1997, included income tax expense of $9,269, $4,287, and $4,323,
respectively.

H.  Additional Purchase Price Agreements

The Company has an additional purchase price payment plan related to its
acquisition of Raba in March 2000. The plan is based on Raba achieving
certain earnings before interest and taxes for the 24 month period prior to
exercise. The plan can be exercised at any time between January 1, 2005 and
December 31, 2006.

<PAGE>
                                    11

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

The Company also has a deferred purchase price agreement relating to its
acquisition of Yearntree in December 1999. The agreement is based on
Yearntree achieving certain agreed upon cumulative net income before
interest and taxes for the 24 months beginning January 1, 2000 and ending
December 31, 2001. The agreement is payable 30 days after the receipt of
the December 31, 2001 audited financial statements.

The Company also has a deferred purchase price agreement relating to its
acquisition of Teleflow in July 1999. The agreement is based upon Teleflow
achieving certain agreed upon earnings before interest, taxes,
depreciation, and amortization for each year through the year ended
December 31, 2002. On April 21, 2000, the Company paid $500 related to this
agreement.

The Company has an additional purchase price payment plan related to its
acquisition of Protech in April 1999. The plan is based on Protech
achieving certain earnings before interest and taxes for the 24 month
period prior to exercise. The plan can be exercised at any time between
January 1, 2004 and December 31, 2008.

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.

The terms of the Motors and Gears Advanced DC purchase price agreement
provides for additional consideration to be paid if the acquired entity's
results of operations exceed certain targeted levels. Targeted levels were
set substantially above the historical experience of the acquired entity at
the time of acquisition. The contingent payments apply to operations of
fiscal years 1998 and 1999. Motors and Gears made payments to the previous
shareholders of Advanced DC of $3,200 in March 1999 and $3,100 in March
2000 related to this agreement.

Motors and Gears 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.

I.  Business Segment Information

See Part 1 "Financial Information" - "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, 1999 consolidated financial statements with respect to
segmentation or the measurement of segment profit or loss.

<PAGE>

                                  12

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


J.  Subsequent Events

On April 27, 2000, the Company sold Bellevue Data Communications, Inc.
("Bellevue") to a related party for $4,117. Bellevue specializes in
providing internet and information technologies to enhance its customers'
markets, information assets and productivity.

In April 2000, the Company, through Motors and Gears, invested an
additional $5,059 in Class A Preferred Stock of JZ International, Ltd. JZ
International's Chief Executive Officer is David W. Zalaznick, and its
stockholders include Messrs. Jordan, Quinn, Zalaznick and Boucher, who are
the Company's directors and stockholders, as well as other partners,
principals and associates. JZ International is a merchant bank located in
London, England that is focused on making European and other international
investments.



<PAGE>
                                  13

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

The following discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the 1999 10-K and the financial statements and the related
notes thereto.

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 quarters
ended March 31, 2000 and 1999. This discussion reviews the following
segment data and certain of the consolidated financial data for the
Company.

                                                   Three Months Ended
                                                       March 31,
                                                 ---------------------
                                                  2000           1999
                                                 -----           -----
Net Sales:
Specialty Printing and Labeling                  $24,067      $ 20,812
Jordan Specialty Plastics                         23,317        19,570
Jordan Auto Aftermarket                           37,447        21,624
Capita Technologies                                7,372             -
Motors and Gears                                  79,661        76,491
Consumer and Industrial Products                  26,626        25,113
                                                  ------        ------
   Total                                        $198,490      $163,610
                                                ========      ========

Operating Income:
Specialty Printing and Labeling                       65       $  (811)
Jordan Specialty Plastics                          1,223           674
Jordan Auto Aftermarket                            5,169         3,984
Capita Technologies                                  677             -
Motors and Gears                                  13,038        13,054
Consumer and Industrial Products                    (996)        1,337
                                                 --------        -----
   Total(a)                                     $ 19,176      $ 18,238
                                                 ========     ========

Operating Margin(b)
Specialty Printing and Labeling                      0.3%         (3.9%)
Jordan Specialty Plastics                            5.3%          3.4%
Jordan Auto Aftermarket                             13.8%         18.4%
Capita Technologies                                  9.2%            -
Motors and Gears                                    16.4%         17.1%
Consumer and Industrial Products                    (3.7%)         5.3%
   Total(a)                                          9.7%         11.2%

--------------------
(a) The total does not include corporate overhead of $1,431 and $2,182 for
the three months ended March 31, 2000 and 1999, respectively.

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


<PAGE>
                                   14

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

       Specialty Printing and Labeling. As of March 31, 2000, the Specialty
Printing and Labeling group consisted of SPAI, Valmark, Pamco, and
Seaboard.

Net sales for the three months ended March 31, 2000 increased $3.3 million,
or 15.6%, over the same period in 1999. The increase in sales is primarily
due to higher sales of ad specialty products at SPAI, $1.2 million,
increased sales of screen printed products, membrane switches, and roll
stock at Valmark, $1.1 million, $0.2 million, and $0.2 million,
respectively, higher sales of labels at Pamco, $0.4 million, and increased
sales of folding boxes at Seaboard, $0.4 million. Partially offsetting
these increases were decreased sales of calendars at SPAI, $0.2 million.
The decrease in sales of calendars at SPAI resulted from the consolidation
in the banking and insurance industries, which are a large part of SPAI's
customer base. The increase in sales at Valmark is primarily the result of
Valmark's successful initiative to provide Apple Computer with the product
identification labels for it's new computer products.

Operating income for the three months ended March 31, 2000 increased $0.9
million, or 108.0%, over the same period in 1999. Operating income
increased at SPAI, $0.3 million, Valmark, $0.3 million, Pamco, $0.2
million, and Seaboard, $0.1 million. Operating income increased at the
Specialty Printing and Labeling companies primarily due to the higher sales
discussed above, as well as more efficient monitoring of production,
inventory levels, and operating expenses.

Operating margin increased 4.2%, from (3.9)% in 1999 to 0.3% in 2000, due
to the reasons mentioned above.

       Jordan  Specialty  Plastics.  As of March 31, 2000, the Jordan
Specialty  Plastics group consisted of Beemak, Sate-Lite, and Deflecto.

Net sales for the three months ended March 31, 2000 increased $3.7 million,
or 19.2%, over the same period in 1999. Partially contributing to this
increase were the acquisitions of Teleflow and Yearntree (both subsidiaries
of Deflecto) in July and December 1999, respectively. Teleflow has
contributed $2.4 million of sales in the first three months of 2000 and
Yearntree has contributed sales of $1.3 million in the first quarter of
2000. In addition, sales of bike reflectors and thermoplastic colorants
increased at Sate Lite, $0.2 million and $0.6 million, respectively.
Partially offsetting these increases were lower sales of miscellaneous
plastic injection molded products at Sate Lite and Deflecto, $0.6 million
and $0.2 million, respectively.

Operating income for the three months ended March 31, 2000 increased $0.5
million, or 81.5%, over the same period in 1999. The primary reason for the
increase is due to higher operating income at Deflecto, $0.7 million,
resulting from the acquisitions of Teleflow and Yearntree, as discussed
above. Partially offsetting this increase was decreased operating income at
Sate Lite, $0.2 million. Operating income declined at Sate Lite primarily
due to a decrease in gross margin resulting from Sate Lite's inability to
absorb overhead on lower sales of molded parts at its plant in Niles,
Illinois.

<PAGE>
                                 15

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

Operating income increased 1.9%, from 3.4% in 1999 to 5.3% in 2000, as a
result of the acquisitions mentioned above.

       Jordan Auto Aftermarket.  As of March 31, 2000, the Jordan Auto
Aftermarket ("JAAI") group consisted of Dacco and Alma.

Net sales for the three months ended March 31, 2000 increased $15.8
million, or 73.2%, over the same period in 1999. The primary reason for the
increase in sales was the acquisition of Alma in March 1999. Alma
contributed sales of $20.1 million in the first quarter of 2000 compared to
sales of $3.9 million in the first quarter of 1999. Partially offsetting
this increase was a decrease in sales at Dacco, $0.4 million. Sales at
Dacco decreased due to a mild winter and the resulting decrease in sales of
torque converters.

Operating income for the three months ended March 31, 2000 increased $1.2
million, or 29.7%, over the same period in 1999. Operating income increased
primarily due to the acquisition of Alma which contributed $2.8 million in
operating income in the first quarter of 2000 compared to $0.8 million in
the first quarter of 1999. Partially offsetting this increase was decreased
operating income at Dacco, $0.5 million, due to the lower sales levels
mentioned above. Operating income also decreased due to the addition of
JAAI corporate expenses in 2000 of $0.3 million.

Operating margin decreased 4.6%, from 18.4% in 1999 to 13.8% in 2000, due
to the lower operating income at Dacco and the addition of JAAI corporate
expenses in 2000.

       Capita Technologies.  As of March 31, 2000, the Capita Technologies
group consisted of Protech (including Aurora), Garg, and Raba.

Net sales for the three months ended March 31, 2000 increased $7.4 million
due to the acquisitions of Protech and Garg and the formation of the Capita
Technologies segment. Protech was acquired in April 1999 and contributed
net sales in the first quarter of 2000 of $2.8 million. Garg was acquired
in August 1999 and contributed sales in the first quarter of 2000 of $4.6
million.

Operating income for the three months ended March 31, 2000 increased $0.7
million which is also due to the acquisitions of Protech and Garg. Protech
and Garg contributed operating income in the first quarter of 2000 of $0.2
million and $0.7 million, respectively. Partially offsetting this increase
in operating income was the addition of Capita corporate expenses in 2000
of $0.2 million. Operating margin at March 31, 2000 was 9.2%.

       Motors and Gears. As of March 31, 2000, the Motors and Gears group
consisted of Imperial, Gear, Merkle-Korff, FIR, ED&C, Motion Control and
Advanced DC.

Net sales for the three months ended March 31, 2000 increased $3.2 million,
or 4.1%, over the same period in 1999. The sales growth was driven by
strong performance in the controls segment of the business, offset
partially by a

<PAGE>
                                  16

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

slight decrease in motor sales. Net sales of elevator controls increased
30% in the first quarter of 2000 as compared to the same period in 1999.
Net sales of subfractional motors for the first quarter decreased 5%,
largely due to weakness in the vending markets. Net sales of
fractional/integral motors decreased 2% driven mostly by a negative impact
of foreign currency translation at Motors and Gears' foreign operations.

Operating income for the three months ended March 31, 2000 remained
consistent with 1999. The operating income of the controls segment
increased 46% while the motors segment decreased 3%. These variances were
primarily the result of the sales variances described above. Gross margins
increased from 36.2% to 37.3% mostly as a result of product design changes,
manufacturing process improvements and material cost savings experienced
throughout the group due to efforts put forth by Motors and Gears' sourcing
council.

Operating margins decreased 0.7% from 17.1% in 1999 to 16.4% in 2000,
mainly as the result of a slight increase in corporate expenses.

       Consumer and Industrial Products. As of March 31, 2000, the Consumer and
Industrial Products group consisted of Riverside, Cape, Welcome Home, Cho-Pat,
and Online Environs.

Net sales for the three months ended March 31, 2000 increased $1.5 million,
or 6.0%, over the same period in 1999. Sales increased primarily due to the
reconsolidation of Welcome Home resulting from its emergence from
bankruptcy in July 1999 (see note F). Welcome Home contributed net sales of
$9.3 million in the first quarter of 2000. In addition sales increased due
to higher sales of Bibles and Bible accessories at Riverside, $0.2 million.
Partially offsetting these increases were lower sales at Dura Line Retube
and Parsons, $1.2 million and $3.6 million, respectively, due to the
divestiture of those businesses in March and November 1999, respectively.
In addition, sales of books and other gift items decreased at Riverside
$0.9 million. Although sales at Cape appear to have decreased by $2.3
million, the decrease is due to the reconsolidation of Welcome Home and the
resulting elimination of sales from Cape to Welcome Home. Sales from Cape
to third parties increased $0.3 million, due to improved products and
additional customers.

Operating income for the three months ended March 31, 2000 decreased $2.3
million, or 174.5%, compared to the same period in 1999. This decrease is
primarily due to the reconsolidation of Welcome Home as discussed above.
Welcome Home contributed operating income of $(1.6) million in the first
quarter of 2000. This is a normal first quarter for Welcome Home as it is a
very seasonal business with the vast majority of its operating income
realized in the fourth quarter of the year. In addition, operating income
decreased due to the divestiture of Parsons, $0.7 million, as discussed
above.

Operating margin decreased 9.0%, from 5.3% in 1999 to (3.7)% in 2000,
primarily due to the seasonality of Welcome Home's business.

<PAGE>
                                    17

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

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

Net sales for the three months ended March 31, 2000 increased $34.9
million, or 21.3%, over the same period in 1999. Sales increased due to the
acquisitions of Teleflow and Yearntree in the Jordan Specialty Plastics
group, Alma in the Jordan Auto Aftermarket group, and Protech, Garg and
Aurora in the Capita Technologies group. In addition, sales increased due
to the reconsolidation of Welcome Home resulting from its emergence from
bankruptcy in July 1999. Sales also increased due to higher sales of ad
specialty products at SPAI, increased sales of screen printed products,
membrane switches, and roll stock at Valmark, higher sales of bike
reflectors and thermoplastic colorants at Sate Lite, increased sales of
controls at Motors and Gears, and higher sales of Bibles and Bible
accessories at Riverside. Partially offsetting these increases were lower
sales of miscellaneous plastic injection molded products at Sate Lite and
Deflecto, decreased sales of torque converters at Dacco, lower sales of
motors at Motors and Gears, and lower sales of books and other gift items
at Riverside. In addition, sales decreased due to the divestitures of Dura
Line Retube and Parsons in 1999.

Operating income for the three months ended March 31, 2000 increased $1.7
million, or 10.5%, over the same period in 1999. Operating income increased
due to the acquisitions mentioned above, as well as due to higher operating
income at all of the Specialty Printing and Labeling companies and
increased operating income in the controls business of Motors and Gears. In
addition, consolidated operating income increased due to lower corporate
overhead. Partially offsetting these increases was lower operating income
due to a decline in Sate Lite's gross margin, lower sales of torque
converters at Dacco due to a mild winter, and lower sales of motors in the
vending markets. Operating income also decreased due to the reconsolidation
of Welcome Home. Welcome Home is a very seasonal business with the vast
majority of its operating income realized in the fourth quarter of the
year. The divestitures of Dura Line Retube and Parsons also partially
offset the increases in operating income.

Operating margin remained relatively consistent between March 31, 1999 and
March 31, 2000.

       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 expects to satisfy its liquidity
requirements through a combination of funds generated from operating
activities and the funds available under its revolving credit facilities.

The Company had approximately $144.9 million of working capital from
continuing operations at March 31, 2000 compared to approximately $160.3
million at the end of 1999. The decrease in working capital during the
first quarter of 2000 was primarily due to higher accrued liabilities,
taxes

<PAGE>
                                   18

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

payable and advanced deposits of $8.1 million, $28.3 million, and $3.6
million, respectively. These decreases in working capital are partially
offset by higher accounts receivable, inventory and prepaid expenses of
$4.4 million, $10.8 million and $4.0 million, respectively.

Operating activities. Net cash provided by operating activities for the
three months ended March 31, 2000 was $4.9 million compared to net cash
provided by operating activities of $23.4 million during the same period in
1999. The decrease in cash is primarily due to increases in current and
non-current assets as compared to the same period in the prior year.

Investing activities. Net cash provided by investing activities for the
three months ended March 31, 2000 was $32.4 million compared to net cash
used in investing activities of $103.5 million during the same period in
1999. The increase was primarily due to decreased spending on acquisitions
and the proceeds from a sale of subsidiary in the current year.

Financing activities. Net cash used in financing activities for the three
months ended March 31, 2000 was $37.9 million compared to net cash provided
by financing activities of $99.7 million during the same period in 1999.
This decrease is primarily due to the net proceeds of $149.8 million from
the Jordan Industries, Inc. senior debt issuance in the prior year.
Partially offsetting this decrease was the payment of financing costs
resulting from this debt issuance in the prior year.

The Company expects its principal sources of liquidity to be from its
operating activities and funding from its revolving lines of credit. 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 twelve months.

The Company is party to various credit agreements under which the Company
is able to borrow up to $160.0 million to fund acquisitions, provide
working capital and for other general corporate purposes. The credit
agreements mature at various dates through 2002. The agreements are secured
by a first priority security interest in substantially all of the Company's
assets. As of May 11, 2000, the Company had approximately $103.0 million of
available funds under these arrangements.

In addition, Welcome Home, a subsidiary of the Company, has a Security
Agreement with Fleet which provides for maximum borrowings of $15.0
million. The agreement is secured by essentially all the assets of Welcome
Home and expires October 29, 2003. As of May 11, 2000, Welcome Home had
approximately $5.5 million of available funds under this agreement.

Impact of Year 2000

The Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes
those systems successfully responded to the Year 2000 date change.

<PAGE>
                               19

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

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, 2000,
the Company had $48.3 million of variable rate debt outstanding. A one
percentage point increase in interest would increase the annual amount of
interest paid by approximately $0.5 million. The Company does not believe
that its market risk financial instruments on March 31, 2000 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.


<PAGE>

                                  20

                             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
                       Form 8K/A filed on May 2, 1999 for
                       the purchase of Alma Products.

27.                    EDGAR Financial Data Schedule




<PAGE>


                                 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 11, 2000                           By:    /s/ Thomas C. Spielberger
                                            ---------------------------
                                                Thomas C. Spielberger
                                                   Senior Vice President,
                                                   Finance and Accounting