SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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




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


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

For quarter ended June 30, 2005               Commission File Number 33-24317

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

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

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

      Registrant's telephone number, including Area Code: (847) 945-5591


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

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

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

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

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

        The number of shares outstanding of Registrant's Common Stock as of
August 15, 2005: 98,501.0004.




<PAGE>
                                       2

Explanatory Note

Jordan Industries, Inc. hereby amends the following items of its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005 originally filed with
the Securities and Exchange Commission on August 15, 2005 (the "Original 10-Q")
as set forth below and in the pages attached hereto:

       Part II, Item. 6. Exhibits

       Signatures

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



<PAGE>
                                       3

                             JORDAN INDUSTRIES, INC.

                                      INDEX
<TABLE>
<CAPTION>


Part I. Financial Information                                                   Page No.
-----------------------------                                                   --------
<S>                                                                                <C>

       Item 1. Financial Statements

          Condensed Consolidated Balance Sheets at June 30, 2005
            (Unaudited) and December 31, 2004                                       4

          Condensed Consolidated Statements of Operations for the
            Three Months Ended June 30, 2005 and 2004 (Unaudited)
            and the Six Months Ended June 30, 2005 and 2004 (Unaudited)             5

          Condensed Consolidated Statements of Cash Flows for
            the Six Months Ended June 30, 2005 and 2004 (Unaudited)                 6

          Notes to Condensed Consolidated Financial Statements (Unaudited)          7

       Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                    20

       Item 3. Quantitative and Qualitative Disclosures About Market Risk          27

       Item 4. Controls and Procedures                                             27


Part II. Other Information                                                         28
--------------------------

       Item 1. Legal Proceedings

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

       Item 3. Defaults Upon Senior Securities

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

       Item 5. Other Information

       Item 6. Exhibits

</TABLE>


<PAGE>

                                                  4


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

<TABLE>

<CAPTION>

                                                                 June 30,          December 31,
                                                                   2005                2004
                                                               ------------        ------------
                                                               (unaudited)
<S>                                                                 <C>                 <C>

ASSETS
Current Assets:
  Cash and cash equivalents                                     $16,395              $ 15,412
  Accounts receivable, net                                      119,751               109,554
  Inventories                                                   134,852               130,033
  Assets of discontinued operations (See Note E)                  2,372                 3,432
  Income tax receivable                                           1,625                 3,631
  Prepaid expenses and other current assets                      11,375                12,363
                                                               --------              --------
      --
    Total Current Assets                                        286,370               274,425

Property, plant and equipment, net                               81,252                85,036
Investments in and advances to affiliates                        31,781                40,882
Goodwill, net                                                   244,899               245,309
Other assets                                                     13,611                16,754
                                                               --------              --------
    Total Assets                                               $657,913              $662,406

LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current Liabilities:
  Accounts payable                                              $66,840               $62,796
  Accrued liabilities                                            80,818                81,451
  Liabilities of discontinued operations (See Note E)               213                   698
  Current portion of long-term debt                              31,181                27,874
                                                                -------               -------
    Total Current Liabilities                                   179,052               172,819

Long-term debt, less current portion                            677,971               689,399
Other non-current liabilities                                    29,491                25,167
Deferred income taxes                                            17,481                14,255
Minority interest                                                 1,115                 1,003
Preferred stock of a subsidiary                                   2,855                 2,744

Shareholders' Equity (net capital deficiency):
  Common stock $.01 par value: 100,000 shares
   authorized and 98,501 shares issued and
   outstanding                                                        1                     1
  Additional paid-in capital                                      2,116                 2,116
  Accumulated other comprehensive income                          3,468                 3,685
  Accumulated deficit                                          (255,637)             (248,783)
    Total Shareholders' Equity (net capital                    ---------             ---------
     deficiency)                                               (250,052)             (242,981)
    Total Liabilities and Shareholders'                        ---------             ---------
     Equity (net capital deficiency)                           $657,913              $662,406
                                                               ---------             ---------

</TABLE>




See accompanying notes to condensed consolidated financial statements.



<PAGE>

                                                 5


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


                                              THREE MONTHS ENDED      SIX MONTHS ENDED
                                                   June 30,                June 30,
                                              ------------------      -----------------
                                                 2005       2004        2005       2004
                                                 ----       ----        ----       ----
<S>                                               <C>       <C>          <C>        <C>

Net sales                                      $188,145   $190,827    $363,598   $359,236
Cost of sales, excluding
 depreciation                                   134,371    131,081    $259,980    245,948
Selling, general and administrative
 expenses, excluding depreciation                35,917     37,195      73,633     74,654
Depreciation                                      3,596      4,159       7,355      9,091
Amortization                                         42         52          83         98
Income from sale of affiliates (see Note M)      (4,410)    (7,954)     (4,410)    (7,954)
Management fees and other                          (626)       317        (596)       247
                                                 ------     ------      ------     ------
Operating income                                 19,255     25,977      27,553     37,152

Other (income) expenses:
  Interest expense                               13,827     15,232      27,463     38,891
  Interest income                                   (23)    (1,562)        (80)    (1,832)
  Gain on sale of subsidiary (see Note K)             -          -        (251)         -
  Other                                              26       (693)         52       (360)
                                                 ------     ------      ------     ------
                                                 13,830     12,977      27,184     36,699
                                                 ------     ------      ------     ------
Income from continuing operations before
 income taxes and  minority interest              5,425     13,000         369        453

Provision for income taxes                        3,318      2,025       6,356      5,958
                                                 ------     ------      ------     ------

Income/(Loss) from continuing operations
 Before minority interest                         2,107     10,975      (5,987)    (5,505)

Minority interest                                    46         62         112        161
                                                 ------     ------      ------     ------
Income/(Loss) from continuing operations          2,061     10,913      (6,099)    (5,666)

Discontinued operations:
  Loss from discontinued operations, net
   of tax (See Note E)                             (790)    (2,140)     (2,146)    (2,569)
  Gain/(Loss)on sale of discontinued
   operations, net of tax (See Note E)            1,502          -       1,502     (1,171)
                                                -------     ------    --------   --------

Net Income/(Loss)                               $ 2,773     $8,773    $ (6,743)  $ (9,406)
                                                -------     ------    --------   --------
</TABLE>


See accompanying notes to condensed consolidated financial statements.



<PAGE>
                                        6


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

                                                               SIX MONTHS ENDED
                                                                    June 30,
                                                               -----------------
                                                               2005         2004
                                                               ----         ----
<S>                                                             <C>          <C>

Cash flows from operating activities:
 Net loss                                                    $(6,743)     $(9,406)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    (Gain)/loss on sale of discontinued operations
     (See Note E)                                             (1,502)       1,171
    Gain on sale of subsidiary (See Note K)                     (251)           -
    Income from sale of affiliates (See Note M)               (4,410)      (7,954)
    Depreciation and amortization                              7,438        9,189
    Amortization of deferred financing fees                    3,219        4,539
    Minority interest                                            112          161
    Non-cash interest                                            274           96
    Deferred income taxes                                      3,119        2,453
    Loss/(Gain) on disposal of fixed assets                       10         (196)
    Other                                                       (339)          17
    Changes in operating assets and liabilities:
      Increase in current assets                             (14,138)     (36,669)
      (Decrease)/increase in current liabilities              (7,323)      12,547
      Decrease in non-current assets                           9,433        2,689
      Increase/(decrease) in non-current liabilities           4,324         (728)
    Decrease in net assets of discontinued operations            575          812
                                                              ------      --------
        Net cash used in operating activities                 (6,202)     (21,279)

Cash flows from investing activities:
  Proceeds from sale of fixed assets                             374          796
  Capital expenditures                                        (3,470)      (3,690)
  Net proceeds from sale of discontinued operations
    (See Note E)                                               1,002        6,155
  Acquisition of subsidiary (See Note F)                        (481)           -
  Net proceeds from sale of affiliates (See Note M)            6,600       27,207
  Net proceeds from sale of subsidiary (See Note K)            1,075            -
                                                               -----       ------
        Net cash provided by investing activities              5,100       30,468

Cash flows from financing activities:
  Proceeds from revolving credit facilities, net               4,733        4,376
  Repayment of long-term debt                                 (5,627)     (10,653)
  Proceeds from other borrowings                               3,398        5,224
  Payment of financing fees                                        -       (3,498)
                                                              ------       -------
        Net cash provided by/(used in)investing                2,504       (4,551)
            activities

Effect of exchange rate changes on cash                         (419)         887
                                                             -------      -------
Net Increase in cash and cash equivalents                        983        5,525
Cash and cash equivalents at beginning of period              15,412       15,517
                                                             -------      -------
Cash and cash equivalents at end of period                   $16,395      $21,042
                                                             -------      -------
</TABLE>

See accompanying notes to condensed consolidated financial statements.



<PAGE>
                                       7


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

A.  Organization
----------------

The unaudited condensed consolidated financial statements, which reflect all
adjustments that management believes necessary to present fairly the results of
interim operations and are of a normal recurring nature, should be read in
conjunction with the Notes to the Consolidated Financial Statements (including
the Summary of Significant Accounting Policies) included in the Company's
audited consolidated financial statements for the year ended December 31, 2004,
which are included in the Company's Annual Report filed on Form 10-K for such
year (the "2004 10-K"). Results of operations for the interim periods are not
necessarily indicative of annual results of operations.

B.  Summary of Significant Accounting Policies
----------------------------------------------

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

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

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

The Company has recorded income tax expense of $6,356 for the six months ended
June 30, 2005 primarily attributable to foreign taxes, state taxes and the
change in the Company's deferred tax liability. Due to the uncertainty of when
the goodwill deferred tax liability will reverse, the Company has not considered
any future reversal of the deferred tax liability related to goodwill to support
the realization of deferred tax assets. Additionally, the Company continues to
maintain a full valuation allowance against its deferred tax assets.

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



<PAGE>
                                       8


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


C.  Inventories
---------------

Inventories are summarized as follows:

                                             June 30,          December 31,
                                               2005               2004
                                           -----------       --------------
<S>                                            <C>                 <C>

       Raw materials                          $60,933            $ 57,453
       Work-in-process                         13,633              13,693
       Finished goods                          60,286              58,887
                                             --------            --------
                                             $134,852            $130,033
                                             --------            --------

D. Comprehensive Income/(Loss)
------------------------------

Total comprehensive income/(loss) for the three months and six months ended June
30, 2005 and 2004 was as follows:

                                     Three Months ended           Six Months ended
                                          June 30,                June 30, 2005
                                    --------------------        -------------------
                                     2005          2004           2005        2004
                                    ------        ------         ------      -----

Net income/(loss)                  $ 2,773       $ 8,773        $(6,743)    $(9,406)
Foreign currency translation        (1,096)       (1,554)          (217)      1,438
                                   --------      -------        --------    --------
Comprehensive income/(loss)        $ 1,677       $ 7,219        $(6,960)    $(7,968)
                                   -------       -------        --------    --------
E.  Discontinued Operations

During 2004, the Company undertook a plan to sell Electrical Design & Control
("ED&C"), a subsidiary of Kinetek. As such, the consolidated financial
statements reflect ED&C as a discontinued operation in all periods presented. On
May 2, 2005, the Company sold certain inventory, equipment, intellectual
property assets and contracts of ED&C. The Company no longer has any ownership
interest in ED&C, however it will continue to collect on the outstanding
receivables which were not sold and pay the remaining accounts payable not
assumed.

On January 20, 2004, the Company sold certain assets and liabilities of JII
Promotions' Ad Specialty and Calendar product lines to a third party for $6,155.
Concurrent with the transaction, the Company agreed to wind down the remaining
activities of JII Promotions and to ultimately retain only the pension-related
liabilities and various immaterial capital leases. The consolidated financial
statements reflect JII Promotions as a discontinued operation in all periods
presented. The Company recorded a loss on the sale of $1,171 in 2004. In the
second quarter of 2005, the Company reached a final settlement with the
purchasers of JII Promotions which provided additional proceeds to the Company
of $1,502, $1,002 of which was paid in cash and $500 of which was evidenced by
promissory notes to be paid in 2006 and 2007. The $1,502 of additional proceeds
has been recorded as a gain on the sale of discontinued operations in the
Company's income statement. There was no tax impact on the gain or loss on sale
or on the loss from discontinued operations.

Summarized selected financial information for the discontinued operations are as
follows:
                                         Three months ended      Six months ended
                                              June 30,                June 30
                                       --------------------     ------------------
                                         2005       2004          2005      2004
                                         ----       ----          ----      ----

         Revenues                       $211       $2,340        $1,079    $6,026
         Loss from discontinued
          operations                    (790)      (2,140)       (2,146)   (2,569)

</TABLE>



<PAGE>
                                       9


<TABLE>
<CAPTION>

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

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

                                              June 30,         December 31,
                                                2005              2004
                                             ---------         ------------
<S>                                              <C>               <C>

      Current assets                          $ 1,222          $  2,267
      Property, plant and equipment, net        1,120             1,134
      Other long-term assets                       30                31
                                              -------          ---------
         Total assets                           2,372             3,432
      Current liabilities                         213               698
                                              -------          ---------
         Net assets of discontinued
           Operations                         $ 2,159          $  2,734
                                              -------          ---------

F. Acquisition of Subsidiary
----------------------------

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

G.  Additional Purchase Price Agreements
----------------------------------------

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

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

H. Pension Plans and Other Post-Retirement Benefit Plans
--------------------------------------------------------

The components of net periodic benefit cost for the Company's pension plans for
the three months and six months ended June 30, 2005 and 2004 were as follows:

                                     Three Months Ended     Six Months Ended
                                     ------------------    -----------------
                                         June 30,               June 30,
                                         --------               --------
                                     2005      2004         2005      2004
                                     ----      ----         ----      ----
Service cost                         $177      $195         $354      $390
Interest cost                         315       310          630       620
Expected return on plan assets       (296)     (270)        (592)     (540)
Prior service costs recognized         15        15           30        30
Recognized net actuarial loss          32        31           64        62
                                     ----      ----         ----      ----
   Net periodic benefit cost         $243      $281         $486      $562
                                     ----      ----         ----      ----
</TABLE>





<PAGE>

                                       10


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

During the second quarter of 2005, one of the Company's subsidiaries, Alma
Products, negotiated and approved certain changes to its retirement plan for
hourly employees. The effect of these changes on the liability of the plan
results in a one-time curtailment charge as calculated pursuant to SFAS 88.
The effect of these changes can not be conclusively calculated at this time,
however a range of curtailment charges has been estimated. The Company has
recorded a curtailment charge of $355 to cost of sales in the financial
statements. The Company will continue to monitor the impact of these changes
and will adjust the related liability as more data becomes available.

The components of net periodic benefit cost for the Company's  post-retirement
healthcare  benefit  plans for the three  months and six months ended June 30,
2005 and 2004 were as follows:

                                       Three Months Ended     Six Months Ended
                                       ------------------     ----------------
                                            June 30,               June 30,
                                            -------                --------
                                       2005        2004       2005        2004
                                       ----        ----       ----        ----

     Service cost                     $ 37         $ 46       $ 74       $ 92
     Interest cost                      55           90        110        180
     Recognized net actuarial loss       5           48         10         96
                                      ----         ----       ----       ----
        Net periodic benefit cost     $ 97         $184       $194       $368
                                      ----         ----       ----       -----

I.  Business Segment Information
--------------------------------

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

J.  Management Discussion of Liquidity
--------------------------------------
As discussed in the 2004 10-K, one of the Company's revolving credit
facilities contains a provision for the step-down in maximum borrowing
capacity during 2005 and 2006. As of June 1, 2005, the Company's maximum
borrowings under this agreement decreased from $75,000 to $55,000. This,
coupled with the facts that the Company has experienced operating losses in
recent years and has used cash in operating activities, has caused the
Company's executive management to evaluate various options to improve the
Company's liquidity. To this end, the Company has restructured some of its
outstanding debt through the Exchange Offer discussed in the 2004 10-K and the
Modification and Waiver Agreements also discussed in the 2004 10-K. The effect
of these transactions has been to reduce cash paid for interest in the current
year as well as to provide for further reductions in debt maturity payments if
certain financial performance is not achieved. In addition, the Company
expects improved operating performance on a consolidated basis in the coming
quarters. Specifically, new product development and the continued shift of
manufacturing to China in the Specialty Plastics and Kinetek groups are
expected to improve results. In addition, the exit of a certain unprofitable
business with a specific customer and plans to improve production efficiencies
within the Auto Aftermarket Group will increase operating margins. Further,
the Company has evaluated its holdings of investments in affiliates and, when
appropriate, will sell certain investments, similar to the sale of the
Company's investments in DMS Holdings Inc, Mabis Healthcare Holdings Inc.,
Flavor and Fragrance Holdings Inc. and Fleet Graphics Holdings as described in
the 2004 10-K and the Company's quarterly filings. The Company believes that
through its efforts discussed above, the Company will have sufficient
liquidity to meet its obligations in the coming year.



<PAGE>

                                       11



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

K.  Sale of Subsidiary
----------------------

On March 24, 2005, the Company sold the assets of Cho-Pat, Inc. ("Cho-Pat") to
Cho-Pat's management team for proceeds of $1,075. Cho-Pat is a designer and
manufacturer of orthopedic related sports medicine devices and was part of the
Consumer and Industrial Products segment. The Company recognized a gain of
$251 related to the sale of Cho-Pat. In July 2005, the Company received
additional proceeds of $134. These proceeds will be reflected in the Company's
financial statements during the quarter ended September 30, 2005.

L.  Warranties
--------------

The Company provides warranties on certain products for varying lengths of
time. The Company estimates the costs that may be incurred and records a
liability in the amount of such costs at the time product revenue is
recognized. Changes to the Company's product warranty accrual during the six
months ended June 30, 2005 and 2004 are as follows:

                                          Six Months Ended
                                                June 30,
                                                --------
                                             2005       2004
                                             ----       ----

           Balance, beginning of year     $2,315      $1,700
           Warranties issued                 652       1,063
           Change in estimate               (425)        100
           Settlements                      (822)       (449)
                                          ------      ------
           Balance, end of year           $1,720      $2,414
                                          ------      ------

M. Affiliate Transactions
-------------------------

On May 18, 2005, JIR Paging, Inc. repurchased from the Company its promissory
note in the amount of $9,200. The proceeds to the Company were $9,449 and
consisted of the principal amount of the note plus accrued and unpaid interest
since the last interest payment date of $249. The Company is currently due no
other material amounts from JIR Paging.

On June 10, 2005, the Company's affiliate, Fleet Graphics Holdings, was sold
to management of the company. A portion of the proceeds from the sale was used
to pay the Company accrued and unpaid management fees and operating expenses
which were paid by the Company on behalf of Fleet Graphics Holdings. These
repayments totaled $1,577 and $613 respectively. Also as a result of the sale,
the Company was paid $1,400 for the termination of its management fee
arrangement with Fleet Graphics Holdings and a fee of $1,160 pursuant to
certain advisory agreements. The Company also received $1,850 for various fees
and charges associated with the transaction. The Company recorded income of
approximately $4,410 in the second quarter of 2005 as a result of this
transaction.

N. Subsequent Events
--------------------

On July 29, 2005, the Company received $15,000 in fees and repayments from a
refinancing transaction related to Healthcare Products Industries, Inc.
("HPI") and its operating subsidiary, Hoveround. The proceeds were used to
repay accrued and unpaid expenses as well as advances and expenses paid by the
Company on behalf of HPI in prior periods. The Company will record the
financial impact of this transaction during the quarter ended September 30,
2005.





<PAGE>


                                                                          12


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

O. Condensed Consolidating Financial Statements (Unaudited)
-----------------------------------------------------------

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


                                                                  Three Months Ended June 30, 2005
                                --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>          <C>         <C>              <C>         <C>            <C>

Net Sales                         $     -         $      -      $   -      $ 93,785         $94,360      $      -       $188,145
Cost of sales,
 excluding depreciation                 -                -          -        68,075          66,296             -        134,371
Selling, general, and
 administrative expenses,
 excluding depreciation            (1,821)               8          -        21,778          15,952             -         35,917
Depreciation                          179                -          -         1,872           1,545             -          3,596
Amortization                            1                -          -            11              30             -             42
Income from sale of
 affiliates                        (4,410)               -          -             -               -             -         (4,410)
Management fees and other            (626)               -          -           (39)             39             -           (626)
                                  -------          -------      -----       -------         -------       -------        --------
  Operating income/(loss)           6,677               (8)         -         2,088          10,498             -         19,255

Other (income) and
 expenses:
  Interest expense                  2,822              709          -         1,208           9,088             -         13,827
  Intercompany interest
   (income) expense                (1,643)          (5,475)         -         5,377           1,739             2             -
  Interest income                      (6)               -          -            (1)            (54)           38            (23)
  Intercompany
   management fee
   (income) expense                  (873)            (978)         -           716           1,136            (1)             -
  Equity in losses of
   subsidiaries                     2,297            5,217          -             -               -        (7,514)             -
   Other, net                       1,307                -          -            65          (1,345)           (1)            26
                                  -------          -------      -----       -------         --------       -------       --------
                                    3,904             (527)         -         7,365          10,564        (7,476)        13,830
Income/(loss) from
 continuing operations
 before taxes and
 minority interest                  2,773              519          -        (5,277)            (66)        7,476          5,425

Provision for income
 taxes                                  -                -          -           995           2,206           117          3,318
                                  -------          -------      -----       -------         -------        ------        -------
Income/(loss) from
 continuing operations
 before minority interest           2,773              519          -        (6,272)         (2,272)        7,359          2,107

Minority interest                       -                -          -            46               -             -             46
                                  -------          -------      -----       -------         -------        ------        -------
Income/(loss) from
 continuing operations              2,773              519          -        (6,318)         (2,272)        7,359          2,061

Discontinued operations:
  Loss from discontinued
   operations, net of tax               -                -          -          (399)           (391)            -           (790)
  Gain on sale of
   discontinued
   operations, net of tax               -                -          -         1,502               -             -          1,502
                                  -------          -------      -----       -------         -------        ------        -------

Net income/(loss)                  $2,773          $   519      $   -       $(5,215)        $(2,663)       $7,359         $2,773
                                  -------          -------      -----       -------         -------        ------        -------

</TABLE>


<PAGE>
                                                                          13


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



                                                                  Three Months Ended June 30, 2004
                                --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>          <C>         <C>              <C>         <C>            <C>

Net Sales                        $    -           $   -         $  -       $106,437          $84,390      $     -      $190,827
Cost of sales,
 excluding depreciation               -               -            -         74,277           56,804            -       131,081
Selling, general, and
 administrative expenses,
 excluding depreciation
                                   (561)              -            -         21,711           16,045            -        37,195
Depreciation                        382               -            -          2,398            1,379            -         4,159
Amortization                          1               -            -             10               41            -            52
Income from sale of
 affiliates                      (7,954)              -            -              -                -            -        (7,954)
Management fees and
 other                              317               -            -            (17)              17            -           317
                                -------           -----          ---        --------          ------       ------       -------
  Operating income                7,815               -            -          8,058           10,104            -        25,977

Other (income) and
 expenses:
  Interest expense                2,799           1,644            -          1,060            9,729            -        15,232
  Intercompany interest
   (income) expense                (939)         (6,180)           -          6,054            1,064            1             -
  Interest income                (1,518)              -            -             (1)             (78)          35        (1,562)
  Intercompany
   management fee
   (income)expense                 (822)         (1,065)           -            883            1,002            2             -
  Equity in losses
  (earnings)of
  subsidiaries                     (480)          2,571            -              -                -       (2,091)            -
  Other, net                          2               -            -            162             (852)          (5)         (693)
                                 -------         -------          ---        -------          ------       -------      -------
                                   (958)         (3,030)           -          8,158           10,865       (2,058)       12,977

Income/(loss) from
 continuing operations
 before taxes and
 minority interest                8,773           3,030            -           (100)            (761)       2,058        13,000

Provision for income
 taxes                                -               -            -            506            2,669       (1,150)        2,025
                                -------           -----          ---        --------          ------       ------       -------

Income/(loss) from
 continuing operations
 before minority
 interest                         8,773           3,030            -           (606)          (3,430)       3,208        10,975

Minority interest                     -               -            -             62                -            -            62
                                -------           -----          ---        --------          ------       ------       -------

Income/(loss) from
 continuing operations            8,773           3,030            -           (668)          (3,430)       3,208        10,913

Discontinued operations:
 (Loss) income from
  discontinued
  operations, net of tax              -               -            -         (1,902)            (238)          -         (2,140)
                                -------          ------          ---        --------         -------      ------       --------

Net income/(loss)                $8,773          $3,030          $ -        $(2,570)         $(3,668)     $3,208         $8,773
                                -------          ------          ---        --------         -------      ------       --------
</TABLE>





<PAGE>

                                                                          14


<TABLE>
<CAPTION>

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



                                                                    Six Months Ended June 30, 2005
                                --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>          <C>         <C>              <C>         <C>            <C>

Net Sales                          $   -         $    -         $ -        $182,938       $180,660        $     -        $363,598
Cost of sales,
 excluding depreciation                -              -           -         132,611        127,369              -         259,980
Selling, general, and
 administrative expenses,
 excluding depreciation            (2,290)            8           -          43,649         32,266              -          73,633
Depreciation                          359             -           -           3,910          3,086              -           7,355
Amortization                            2             -           -              21             60              -              83
Income from sale of
 affiliates                        (4,410)            -           -               -              -              -          (4,410)
Management fees and other            (596)            -           -             (69)            69              -            (596)
                                  -------         -----         ---         -------        -------         ------          -------
  Operating income                  6,935            (8)          -           2,816         17,810              -          27,553

Other (income) and
 expenses:
  Interest expense                  5,650         1,419           -           2,381         18,013              -          27,463
  Intercompany interest
   (income) expense                (3,267)      (10,844)          -          10,649          3,459              3               -
  Interest income                     (14)            -           -              (1)          (140)            75             (80)
  Intercompany
   management fee
   (income) expense                (1,666)       (1,879)          -           1,408          2,138             (1)              -
  Equity in losses of
   subsidiaries                    10,675        13,313           -               -              -        (23,988)              -
  (Gain)/loss on sale of
   subsidiary                        (273)            -           -              22              -              -            (251)
   Other, net                       2,573             -           -              79         (2,599)            (1)             52
                                  -------         -----         ---         -------        -------        -------         -------
                                   13,678         2,009           -          14,538         20,871        (23,912)         27,184
(Loss)/income from
 continuing operations
 before taxes and
 minority interest                 (6,743)       (2,017)          -         (11,722)        (3,061)        23,912             369

Provision for income
 taxes                                  -             -           -           1,863          3,964            529           6,356
                                  -------         -----         ---         -------        -------         ------         -------

Loss from continuing
 operations before
 minority interest                 (6,743)       (2,017)          -         (13,585)        (7,025)        23,383          (5,987)

Minority interest                       -             -           -             112              -              -             112
                                  -------        ------         ---         -------        -------         ------         -------
Loss from continuing
 operations                        (6,743)       (2,017)          -         (13,697)        (7,025)        23,383          (6,099)

Discontinued operations:
  Loss from discontinued
   operations, net of tax               -             -           -          (1,115)        (1,031)             -          (2,146)
  Gain on sale of
   discontinued
   operations, net of tax               -             -           -           1,502              -              -           1,502
                                  -------       -------        ----        --------        -------        -------         -------

Net loss                          $(6,743)      $(2,017)       $  -        $(13,310)       $(8,056)       $23,383         $(6,743)
                                  -------       -------        ----        --------        -------        -------         -------
</TABLE>



<PAGE>

                                                                          15


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



                                                                    Six Months Ended June 30, 2004
                                --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>        <C>         <C>               <C>           <C>            <C>
Net Sales                          $      -        $     -      $   -      $ 197,124      $ 162,112      $      -      $ 359,236
Cost of sales,
 excluding depreciation                   -              -          -        135,926        110,022             -        245,948
Selling, general, and
 administrative
 expenses, excluding
 depreciation                        (1,000)             -          -         43,523         32,131             -         74,654
Depreciation                            762              -          -          4,562          3,767             -          9,091
Amortization                              2              -          -             19             77             -             98
Income from sale of
 affiliates                          (7,954)             -          -              -              -             -         (7,954)
Management fees and other
                                        248           (371)         -            353             17             -            247
                                   --------        -------       ----        -------       --------       -------       --------
  Operating income                    7,942            371          -         12,741         16,098             -         37,152

Other (income) and
 expenses:
  Interest expense                    9,877          8,195          -          2,157         18,662             -         38,891
  Intercompany interest
   (income) expense                  (5,948)        (8,209)         -         12,029          2,126             2              -
  Interest income                    (1,757)             -          -             (2)          (142)           69         (1,832)
  Intercompany
   management fee
   (income)expense                   (2,150)        (1,416)         -          1,621          1,945             -              -
  Equity in losses
  of subsidiaries                    20,480         11,313          -              -              -       (31,793)             -
  Other, net                              1              -          -            215           (574)           (2)          (360)
                                   --------        -------       ----        -------       --------       -------        --------
                                     20,503          9,883          -         16,020         22,017       (31,724)        36,699

(Loss)/income from
 continuing operations
 before taxes and
 minority  interest                 (12,561)        (9,512)         -         (3,279)        (5,919)       31,724            453

Provision for income
                                   --------        -------       ----        -------       --------       -------        --------
 taxes                                    -              -          -          1,183          4,421           354          5,958

Loss from continuing
 operations before
 minority interest                  (12,561)        (9,512)         -         (4,462)       (10,340)       31,370         (5,505)

Minority interest                         -              -          -            161              -             -            161
                                   --------        -------       ----        -------       --------       -------        --------
Loss from continuing
 operations                         (12,561)        (9,512)         -         (4,623)       (10,340)       31,370         (5,666)

Discontinued operations:
 Loss from discontinued
  operations, net of tax                  -              -          -         (2,362)          (207)            -         (2,569)
 Gain (loss) on sale of
  discontinued
  operations, net of tax              3,155              -          -         (4,326)             -             -         (1,171)
                                   --------        -------       ----       --------      ---------      --------       ---------

Net loss                           $ (9,406)       $(9,512)      $  -       $(11,311)     $ (10,547)     $ 31,370       $ (9,406)
                                   --------        -------       ----       --------      ---------      --------       ---------
</TABLE>



<PAGE>

                                                                          16

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




                                                                    Balance Sheet as of June 30, 2005
                                --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>        <C>           <C>             <C>           <C>            <C>

Current assets:
    Cash and equivalents          $   2,525      $        -     $   -       $  2,072        $ 11,798    $        -     $  16,395
    Intercompany receivables         24,214         (29,461)        -            353          12,307        (7,413)            -
    Accounts receivable, net              -               -         -         46,445          73,306             -       119,751
    Inventories                           -               -         -         77,228          57,624             -       134,852
    Assets of discontinued
     operations                           -               -         -          1,120           1,252             -         2,372
    Income tax receivable                 -               -         -              -           1,625             -         1,625
    Prepaids and other
     current assets                   3,742               -         -          6,832           3,995        (3,194)       11,375
                                  ---------      ----------     -----       --------        --------    ----------     ---------
    Total current assets             30,481         (29,461)        -        134,050         161,907       (10,607)      286,370

Property, plant and
 equipment, net                       1,403               -         -         43,374          36,475                      81,252
Investments and advances to
 affiliates                          19,437               -         -              -          12,344                      31,781
Investments in subsidiaries          53,835         207,131         -              -               -      (260,966)            -
Equity in earnings of
 subsidiaries                      (236,282)        (96,516)        -              -               -       332,798             -
Goodwill, net                             -               -         -         78,084         182,539       (15,724)      244,899
Intercompany notes
 receivable                          (1,000)        209,610         -              -           1,000      (209,610)            -
Other assets                            172           4,969         -          3,568           4,902             -        13,611
                                  ---------      ----------     -----       --------        --------    ----------     ---------
    Total assets                  $(131,954)     $  295,733     $   -       $259,076        $399,167    $ (164,109)    $ 657,913
                                  ---------      ----------     -----       --------        --------    ----------     ---------
Current liabilities:
  Accounts payable                $       -      $        -     $   -        $26,709         $40,131    $        -     $  66,840
  Accrued liabilities                33,616           9,389         -         25,318          16,179        (3,684)       80,818
  Liabilities of
   discontinued operations                -               -         -              -             213             -           213
  Intercompany note payable               -               -         -         (9,043)          8,317           726             -
  Current portion of long
   term debt                            630               -         -          5,090          25,461             -        31,181
                                  ---------      ----------     -----       --------        --------    ----------     ---------
  Total current liabilities          34,246           9,389         -         48,074          90,301        (2,958)      179,052

Long term debt                      121,534         212,767         -         43,014         300,656             -       677,971
Other non current
 liabilities                         14,729               -         -          9,113           5,649             -        29,491
Intercompany payables               (50,424)              -         -        228,312          31,722      (209,610)            -
Deferred income taxes                (1,637)              -         -        (13,195)         31,420           893        17,481
Minority interest                         -               -         -          1,115               -             -         1,115
Preferred stock of a
 subsidiary                            (350)              -         -         39,159           2,855       (38,809)        2,855

Shareholders equity (deficit)
                                   (250,052)         73,577         -        (96,516)        (63,436)       86,375      (250,052)
                                  ---------      ----------     -----       --------        --------    ----------     ---------
    Total liabilities and
     shareholders equity          $(131,954)     $  295,733     $   -       $259,076        $399,167    $ (164,109)    $ 657,913
                                  ---------      ----------     -----       --------        --------    ----------     ---------
</TABLE>




<PAGE>
                                                                          17


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




                                        Balance Sheet as of December 31, 2004
                               --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>        <C>           <C>             <C>           <C>            <C>

Current assets:
    Cash and equivalents          $   2,152     $        -        $ -        $  1,693      $ 11,567     $       -        $ 15,412
    Intercompany receivables          9,543        (25,053)         -          (2,245)       14,931         2,824               -
    Accounts receivable, net              -              -          -          42,656        66,898             -         109,554
    Inventories                           -              -          -          73,883        56,150             -         130,033
    Assets of discontinued
     operations                           -              -          -           1,409         2,023             -           3,432
    Income tax receivable                 -              -          -              -          3,631             -           3,631
    Prepaids and other
     current assets                   4,625              -          -           9,236         4,878        (6,376)         12,363
                                  ---------     ----------        ---        --------      --------     ---------        --------
    Total current assets             16,320        (25,053)         -         126,632       160,078        (3,552)        274,425

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

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

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




<PAGE>
                                                                          18


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



                                                                  Six Months Ended June 30, 2005
                               --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>        <C>           <C>             <C>           <C>            <C>

Net cash (used in) provided
 by operating activities          $(8,262)        $  -          $  -          $  780       $ 1,280        $  -         $ (6,202)

Cash flows from investing
 activities
  Proceeds from sales of
   fixed assets                         -            -             -             258           116           -              374
  Capital expenditures                (42)           -             -          (1,478)       (1,950)          -           (3,470)
  Net proceeds from sale of
   discontinued operations          1,002            -             -               -             -           -            1,002
  Acquisition of subsidiary             -            -             -               -          (481)          -             (481)
  Net proceeds from sale of
   affiliate                        6,600            -             -               -             -           -            6,600
  Net proceeds from sale of
   subsidiary                       1,075            -             -               -             -           -            1,075
Net cash provided by (used
                                  -------         ----          ----          ------        ------        ----         --------
 in) investing activities           8,635            -             -          (1,220)       (2,315)          -            5,100

Cash flows from financing
 activities
  Proceeds from revolving
   credit facilities, net               -            -             -           1,421         3,312           -            4,733
  Repayment of long term
   debt                                 -            -             -            (752)       (4,875)          -           (5,627)
  Proceeds from other
   borrowings                           -            -             -             150         3,248           -            3,398
  Payment of deferred
   financing costs                      -            -             -               -             -           -                -
                                  -------         ----          ----          ------        ------        ----         --------
Net cash provided by
 financing activities                   -            -             -             819         1,685           -            2,504

Effect of exchange rate
 changes on cash                        -            -             -               -          (419)          -             (419)
Net increase in cash and
                                  -------         ----          ----          ------        ------        ----         --------
 equivalents                          373            -             -             379           231           -              983
Cash and equivalents at
 beginning of period                2,152            -             -           1,693        11,567           -           15,412
                                  -------         ----          ----          ------       -------        ----         --------
Cash and equivalents at
 end of period                     $2,525         $  -          $  -          $2,072       $11,798        $  -         $ 16,395
                                  -------         ----          ----          ------       -------        ----         --------
</TABLE>




<PAGE>
                                                                          19



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




                                                                  Six Months Ended June 30, 2004
                              --------------------------------------------------------------------------------------------------
                                   Jordan                         JII                         Non-
                                  Industries    JII Holdings    Finance    Guarantors     Guarantors   Eliminations   Consolidated
                                -------------   ------------   --------    ----------     ----------   ------------   ------------
<S>                                 <C>              <C>        <C>           <C>             <C>           <C>            <C>

Net cash (used in) provided by
 operating activities           $ (37,497)       $ 3,498        $   -      $ 13,435        $  (715)     $   -         $(21,279)

Cash flows from investing
 activities
   Proceeds from sales of
    fixed assets                        -              -            -           781             15          -              796
   Capital expenditures               (86)             -            -        (2,068)        (1,536)         -           (3,690)
   Net proceeds from sale of
    discontinued operations         6,155              -            -             -              -          -            6,155
   Net proceeds from sale of
    affiliates                     27,207              -            -             -              -          -           27,207
                                ---------        -------        -----      --------        -------      -----         --------
Net cash provided by (used
 in) investing activities          33,276              -            -        (1,287)        (1,521)         -           30,468

Cash flows from financing
 activities
   Proceeds from revolving
    credit facility                     -              -            -        (8,171)        12,547          -            4,376
   Repayment of long term
                                ---------        -------        -----      --------        -------      -----         --------
    debt                              (15)             -            -        (4,778)        (5,860)         -          (10,653)
   Proceeds from other
    borrowings                          -              -            -           427          4,797                       5,224
   Payment of financing fees            -         (3,498)           -             -              -          -           (3,498)
Net cash (used in) provided
 by financing activities              (15)        (3,498)           -       (12,522)        11,484          -           (4,551)

Effect of exchange rate
 changes on cash                        -              -            -             -            887          -              887
Net (decrease) increase
                                ---------        -------        -----      --------        -------      -----         --------
 in cash and equivalents           (4,236)             -            -          (374)        10,135          -            5,525
Cash and equivalents at
 beginning of period                6,301              -            -         1,738          7,478          -           15,517
                                ---------        -------        -----      --------        -------      -----         --------
Cash and equivalents at
 end of period                  $   2,065        $     -        $   -      $  1,364        $17,613      $   -         $ 21,042
                                ---------        -------        -----      --------        -------      -----         --------
</TABLE>




<PAGE>
                                       20

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

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

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

Results of Operations
---------------------

Summarized below are the net sales, operating income (loss) and operating
margins (as defined) for each of the Company's business segments for the three
month and six month periods ended June 30, 2005 and 2004. Due to the sale of
ED&C, a subsidiary of Kinetek, in the second quarter of 2005 the results of ED&C
have been classified as discontinued operations in all periods presented. (See
Note E to the financial statements.) The following discussion reviews the
following segment data and certain of the consolidated financial data for the
Company.

                                  Three Months Ended         Six Months Ended
                                        June 30,                 June 30,
                                  --------------------     -------------------
                                      2005      2004         2005      2004
                                      ----      ----         ----      ----
Net Sales:
Specialty Printing and Labeling   $ 12,610   $ 13,736     $ 24,907  $ 26,219
Jordan Specialty Plastics           40,600     35,648       79,596    70,964
Jordan Auto Aftermarket             31,802     46,780       61,806    80,618
Kinetek                             87,433     79,551      167,710   152,665
Consumer and Industrial Products    15,700     15,111       29,579    28,770
                                  --------   --------     --------  --------
   Total                          $188,145   $190,826     $363,598  $359,236
                                  --------   --------     --------  --------
Operating Income (Loss):
Specialty Printing and Labeling    $ 1,295    $ 1,890      $ 2,545  $  3,055
Jordan Specialty Plastics            1,139      2,081        2,511     3,914
Jordan Auto Aftermarket               (744)     4,000         (833)    6,492
Kinetek                             11,045     10,093       18,122    16,760
Consumer and Industrial Products      (670)      (638)      (2,662)   (1,717)
                                  --------   --------     --------  --------
   Total(a)                       $ 12,065   $ 17,426      $19,683  $ 28,504
                                  --------   --------     --------  --------
Operating Margin(b)
Specialty Printing and Labeling      10.3%      13.8%        10.2%     11.7%
Jordan Specialty Plastics             2.8%       5.8%         3.2%      5.5%
Jordan Auto Aftermarket              (2.3)%      8.6%        (1.3)%     8.1%
Kinetek                              12.6%      12.7%        10.8%     11.0%
Consumer and Industrial Products     (4.3)%     (4.2)%       (9.0)%    (6.0)%
   Total                              6.4%       9.1%         5.4%      7.9%

-----------------
(a) Before corporate overhead and management fees of $(7,190) and $(8,551) for
the three months ended June 30, 2005 and 2004, respectively, and $(7,870) and
$(8,648) for the six months ended June 30, 2005 and 2004, respectively.
Corporate overhead and management fees for the three and six months ended June
30, 2005 and 2004 include income from the sale of affiliates of $4,410 and
$7,954, respectively.

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





<PAGE>
                                       21

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

   Consolidated Results.  (See Condensed Consolidated Statement of Operations.)
   ---------------------
Net sales for continuing operations decreased $2.7 million, or 1.4%, to $188.1
million for the second quarter of 2005 from $190.8 million last year. Net sales
for continuing operations increased $4.4 million, or 1.2%, to $363.6 million
through the first half of 2005 from $359.2 million last year. The increase in
sales for the second quarter was primarily due to strong growth for Kinetek and
Jordan Specialty Plastics which grew 9.9% and 13.9%, respectively. These
increases were partially offset by a 32.0% decline in the Automotive Aftermarket
segment largely resulting from a weak climate control market due to the cooler
weather through mid summer and the discontinuation of business with a large
customer in the climate control segment. The improved economy helped both the
Kinetek and Jordan Specialty Plastics segments throughout the first half but
most of the growth in these segments continues to come from the introduction of
the new products and market share gains in several niche markets. In addition,
some of the sales growth in the second quarter and first half can be attributed
to improved success with passing on raw material inflation through increased
selling price.

Operating income of continuing operations decreased $5.3 million, or 30.8%, to
$12.1 million for the second quarter of 2005 from $17.4 million for the same
period last year. Operating income of continuing operations decreased $8.8
million, or 30.9%, to $19.7 million through the first half of 2005 from $28.5
million for the same period last year. The decrease in operating income for both
the second quarter and first half was primarily due to the Automotive
Aftermarket and to a lesser extent Jordan Specialty Plastics. Operating income
for Kinetek improved by 8.1% partially offsetting declines in the other segments
for the second quarter. Raw material inflation compressed product margins at
Kinetek and Jordan Specialty Plastics in the second quarter and the first half.
Beginning in the second half of 2004, all companies began to pass along some of
these costs with greater success but to a lesser extent than the increased cost.
Through the first half, the Jordan Specialty Plastics segment was only able to
pass along approximately 70% of the year over year raw material inflation
through selling price increases. In addition, the Jordan Specialty Plastics
segment recorded charges of approximately $1.0 million in the second quarter of
2005 primarily due to increased accruals and reserves in foreign operations.
Also included in the operating income for Kinetek in the first half of 2005 are
costs associated with product transitions and plant rationalizations. The
decrease in operating income throughout the first half for the Automotive
Aftermarket was mostly due to lower sales volumes of climate control products
and production inefficiencies resulting from consigned parts shortages in the
torque converter business.

   Specialty Printing and Labeling. As of June 30, 2005, the Specialty
   --------------------------------
Printing and Labeling group ("SPL") consisted of Valmark, Pamco, and Seaboard.

Net sales of continuing operations decreased $1.1 million, or 8.2%, to $12.6
million for the second quarter of 2005 from $13.7 million for the same period
last year. Net sales of continuing operations decreased $1.3 million, or 5.0%,
to $24.9 million through the first half from $26.2 million for the same period
last year. Revenues for Valmark product lines were up 2.5% while sales of the
Pamco and Seaboard folding box products each declined 12.5% and 13.0%,
respectively, in the second quarter. Sales related to membrane switch products
throughout the first half were up well over last year largely driven by sales in
the medical equipment market.

Operating income from continuing operations decreased $0.6 million, or 31.5%, to
$1.3 million for the second quarter from $1.9 million for the same period last
year. Operating income from continuing operations decreased $0.5 million, or
16.7%, to $2.5 million through the first half of 2005 from $3.0 million for the
same period last year. The decrease in operating income in the second quarter is
largely due to the loss of a



<PAGE>
                                       22


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

large customer in the printing and labeling market that moved its product source
to Asia and unfavorable overhead absorption associated with lower sales volumes.
The decreased operating income associated with the reduced sales volume through
the first half was partially offset by cost savings generated by a management
reorganization and reduction in employment at Valmark which occurred in the
first quarter of 2004.

   Jordan Specialty Plastics. As of June 30, 2005, the Jordan Specialty
   --------------------------
Plastics group ("JSP") consisted of Beemak, Sate-Lite, and Deflecto.

Net sales increased $5.0 million, or 13.9%, to $40.6 million for the second
quarter of 2005 from $35.6 million for the same period last year. Net sales
increased $8.6 million, or 12.2%, to $79.6 million through the first half of
2005 from $71.0 million for the same period last year. The increased sales were
the result of a stronger economy, the introduction of several new products,
market share gains, and selling price increases which only partially offset the
significant raw material cost increases. The sales increase for the second
quarter and the first half were driven by both office products and hardware
products which were up significantly with the superstore retailers. Strong sales
with the superstore retailers for the second quarter and first half for office
products were partially offset by lower sales with several of the large
distributors. Chairmat sales increased significantly in the second quarter with
the largest increases coming from superstores, distributors and international
markets. Increased sales of bike related products and safety reflectors for
commercial trucks were up significantly in the second quarter and throughout the
first half.

Operating income decreased $1.0 million, or 45.3%, to $1.1 million for the
second quarter of 2005 from $2.1 million for the same period last year.
Operating income decreased $1.4 million, or 35.8%, to $2.5 million through the
first half of 2005 from $3.9 million for the same period last year. The decrease
in operating income is largely due to raw material inflation and to a lesser
extent the sales mix experienced in the second quarter and throughout the first
half. Through the first half the company was only able to pass along
approximately 70% of the year over year raw material inflation through selling
price increases. Charges of approximately $1.0 million were recorded in the
second quarter primarily due to increased accruals and reserves in foreign
operations. The Company continues to pursue cost reduction initiatives and price
increases to overcome the raw material inflation which continues to compress
margins throughout the industry.

   Jordan Auto Aftermarket. As of June 30, 2005, the Jordan Auto Aftermarket
   ------------------------
group ("JAAI") consisted of Dacco, Alma and Atco.

Net sales decreased $15.0 million, or 32.0%, to $31.8 million for the second
quarter of 2005 from $46.8 million for the same period last year. Net sales
decreased $18.8 million, or 23.3%, to $61.8 million through the first half of
2005 from $80.6 million for the same period last year. The discontinuation of
business with a large customer in the climate control market represented $7.3
million of the sales decrease in the second quarter and $8.9 million of the
sales decrease through the first half. The climate control market continues to
be soft as inventories appear to be at acceptable levels and customers are wary
of building inventory due to the cool season through most of 2005 and a cool
summer in 2004. In addition, sales of torque converters in the second quarter
and first half were lower in both the original equipment aftermarket and the
automotive aftermarket. This decrease was partially offset by the introduction
of new torque converter products in the second half of 2004 as well as the
continued expansion of new DACCO retail distribution centers in targeted
locations. Sales of tubing assemblies and fittings for the truck market were up
22.1% in the second quarter and 33.2% through the first half.



<PAGE>
                                       23

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

The growth in the truck market is due to a stronger economy and many companies
updating their fleets in advance of the new emissions standards set to become
effective in 2007. Selling price increases on certain product lines in the third
and fourth quarters of 2004 also partially offset the market softness in both
the climate control and torque converter remanufacturing segments.

Operating income decreased $4.7 million to a loss of $0.7 million for the second
quarter of 2005 from income of $4.0 million for the same period last year.
Operating income decreased $7.3 million to a loss of $0.8 million through the
first half of 2005 from income of $6.5 million for the same period last year.
The sales decline in both the torque converter original equipment aftermarket
and the pure aftermarket segment had a significant impact on the decline in
operating income specifically due to the high fixed cost nature of the business.
In addition, operating income throughout the first half was negatively impacted
by a contractual price reduction for a large customer and production
inefficiencies resulting from consigned parts shortages in the torque converter
business. Also contributing to the decline in operating income in the second
quarter were unusually high medical and workers compensation costs compounded by
a $0.4 million adjustment to inventory in the second quarter of 2004. The
decreases in operating income for the torque converter and climate control
segments were nominally offset by increased operating income associated with the
sales of tubing assemblies and fittings in the truck market.

   Kinetek. As of June 30, 2005, the Kinetek group consisted of Imperial
   --------
Group, Merkle-Korff, FIR, Motion Control, Advanced DC and DeSheng.

Consolidated net sales for the three month period ended June 30, 2005 were $87.4
million, an increase of $7.9 million (9.9%) from the second quarter of 2004.
Year to date sales for 2005 were $167.7 million, an increase of $15.0 million
(9.9%) from the same period in 2004. The sales increases for both periods were
led by favorable market conditions for most of Kinetek's principal product lines
and net increases in market share gains and losses. Sales of elevator control
products designed and produced under Kinetek's recently acquired O. Thompson
brand name (see Note F) added $1.7 million in revenue for the quarter compared
to the previous year, and $4.5 million for the year to date. Sales of the motors
segment were $66.1 million during the three months ended June 30, 2005, an
increase of $7.4 million (12.6%) from the previous year. For the year to date,
motor sales were $126.3 million, an increase of $13.6 million (12.0%) from the
2004 year to date period. Sales of the controls segment were $21.3 million for
the second quarter of 2005, an increase of $0.5 million (2.3%) from the same
period in 2004. For the year to date, controls sales were $41.4 million, an
increase of $1.5 million (3.7%) from the previous year.

Total operating income was $11.0 million for the second quarter of 2005, an
increase of $1.0 million (9.4%) from 2004. Year to date operating income was
$18.1 million, an increase of $1.4 million (8.1%) from the first six months of
2004. The increases in operating income are attributable to the increases in
sales plus reductions in Kinetek's selling, general, and administrative expenses
("SG&A"). For the three months ended in June, 2005, SG&A was $13.6 million, a
decrease of $0.4 million (3.0%) from the previous year. For the year to date,
SG&A was $27.9 million, a decrease of $0.5 million (1.8%) from 2004. The
decrease is primarily due to reductions in overhead costs.




<PAGE>

                                       24

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

   Consumer and Industrial Products. As of June 30, 2005, the Consumer and
   ---------------------------------
Industrial Products group consisted of Welcome Home LLC and its two divisions,
Cape Craftsmen and Welcome Home, and GramTel.

Net sales increased $0.6 million, or 3.9%, to $15.7 million for the second
quarter of 2005 from $15.1 million for the same period last year. Net sales
increased $0.8 million, or 2.8%, to $29.6 million through the first half of 2005
from $28.8 million for the same period last year. Sales for Welcome Home
increased 2.6% in second quarter while third party sales for Cape Craftsman
increased 26.4% from prior year. Comparable store sales at Welcome Home
increased 2.4% in the second quarter and were 2.5% below prior year through the
first half. The decline in comparable Welcome Home store sales was primarily the
result of a difficult retail environment in Welcome Home's category in outlet
malls. Welcome Home is currently transitioning to a new merchandising strategy
emphasizing a more focused product offering.

Operating income was relatively flat in the second quarter of 2005 at a loss of
$0.7 million compared to a loss of $0.6 million in the same period last year.
Operating income decreased $0.9 million, or 55.0%, to a loss of $2.7 million
through the first half of 2005 from a loss of $1.7 million for the same period
last year. Merchandise margins decreased at Welcome Home for the second quarter
and for the first half largely due to promotional discounts used to increase the
turnover of slower moving inventory and to continue the migration to a new
merchandising strategy. The decrease in operating income at Welcome Home was
partially offset by increased operating income associated with the Cape
Craftsman sales increase in both the second quarter and the first half.

   Liquidity and Capital Resources.
   --------------------------------
In general, the Company requires liquidity for working capital, capital
expenditures, interest, taxes, debt repayment and its acquisition strategy. Of
primary importance are the Company's working capital requirements, which
increase whenever the Company experiences strong incremental demand or
geographical expansion.

The Company had approximately $105.2 million of working capital at June 30, 2005
compared to approximately $98.9 million at December 31, 2004.

Operating activities. Net cash used in operating activities for the six months
---------------------
ended June 30, 2005 was $6.2 million compared to net cash used in operating
activities of $21.3 million during the same period in 2004.

Investing activities. Net cash provided by investing activities for the six
---------------------
months ended June 30, 2005 was $5.1 million compared to net cash provided by
investing activities of $30.5 million during the same period in 2004. In 2005,
net cash provided by investing activities primarily includes $1.0 million from
proceeds of a sale of discontinued operations, $6.6 million from the sale of an
affiliate and $1.1 million in proceeds from the sale of Cho-Pat. This is
compared to $6.2 million of proceeds from the sale of discontinued operations
and $27.2 million of proceeds from the sale of affiliates in 2004.





<PAGE>
                                       25


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

Financing activities. Net cash provided by financing activities for the six
---------------------
months ended June 30, 2005 was $2.5 million compared to net cash used in
financing activities of $4.6 million during the same period in 2004. The
increase in cash provided by financing activities is primarily due to lower
repayments of debt in 2005 and payments for financing fees of $3.5 million in
2004.

The Company is party to two credit agreements under which the Company is able to
borrow up to $90.0 million to fund acquisitions, provide working capital and for
other general corporate purposes. The credit agreements mature in 2005 and 2006.
The agreements are secured by a first priority security interest in
substantially all of the Company's assets. As of June 30, 2005, the Company had
approximately $11.7 million of available funds under these arrangements.

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

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

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

As discussed above, one of the Company's revolving credit facilities contains a
provision for the step-down in maximum borrowing capacity during 2005 and 2006.
As of June 1, 2005 the Company's maximum borrowings under this agreement
decreased from $75.0 million to $55.0 million. This, coupled with the facts that
the Company has experienced operating losses in recent years and has used cash
in operating activities, has caused the Company's executive management to
evaluate various options to improve the Company's liquidity. To this end, the
Company has restructured some of its outstanding debt through the Exchange Offer
discussed in the 2004 10-K and the Modification and Waiver Agreements also
discussed in the 2004 10-K. The effect of these transactions has been to reduce
cash paid for interest in the current year as well as to provide for further
reductions in debt maturity payments if certain financial performance is not
achieved. In addition, the Company expects improved operating performance on a
consolidated basis in the coming quarters. Specifically, new product development
and the continued shift of manufacturing to China in the Specialty Plastics and
Kinetek groups are expected to improve results.




<PAGE>
                                       26


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

In addition, the exit of a certain unprofitable business with a specific
customer and plans to improve production efficiencies within the Auto
Aftermarket Group will increase operating margins. Further, the Company has
evaluated its holdings of investments in affiliates and, when appropriate, will
sell certain investments, similar to the sale of the Company's investments in
DMS Holdings Inc, Mabis Healthcare Holdings Inc., Flavor and Fragrance Holdings
Inc. and Fleet Graphics Holdings, Inc. as described in the 2004 10-K and the
Company's quarterly filings. The Company believes that through its efforts
discussed above, the Company will have sufficient liquidity to meet its
obligations in the coming year.







<PAGE>
                                       27

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

Item 3. Quantitative and Qualitative Disclosures About Market Risks
-------------------------------------------------------------------
The Company's debt obligations are primarily fixed-rate in nature and, as such,
are not sensitive to changes in interest rates. At June 30, 2005, the Company
had $58.9 million of variable rate debt outstanding. A one-percentage point
increase in interest rates would increase the annual amount of interest paid by
approximately $0.6 million. The Company does not believe that its market risk
financial instruments on June 30, 2005 would have a material effect on future
operations or cash flows.

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

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







<PAGE>
                                       28




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


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

Item 2.       Unregistered Sales of Securities and Use of Proceeds
              ----------------------------------------------------
              None

Item 3.       Defaults upon Senior Securities
              -------------------------------
              None

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

Item 5.       Other Information
              -----------------
              None

Item 6.       Exhibits
              --------

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






<PAGE>
                                       29



                                  SIGNATURES
                                  ----------


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


                                         JORDAN INDUSTRIES, INC.



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

























<PAGE>
                                       30



                                  EXHIBIT INDEX

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