================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the quarterly period ended March 31, 1999

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the transition period from _______ to _______


                         Commission file number 0-22580


                                    JPE, Inc.
             (Exact name of registrant as specified in its charter)


                                    Michigan
                         (State or other jurisdiction of
                         incorporation or organization)


                                   38-2958730
                      (I.R.S. Employer Identification No.)


           775 Technology Drive, Suite 200, Ann Arbor, Michigan 48108
               (Address of principal executive offices) (Zip Code)


                                 (734) 662-2323
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed, since last report)


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 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 90 days.

                     Yes  [X]            No   [ ]

As of March 31, 1999,  there were 4,602,180  shares of the  registrant's  common
stock  outstanding.

This Quarterly Report on Form 10-Q contains 17 pages, of which this is page 1.

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<PAGE>

                                    JPE, INC.

                                      INDEX


                                                                         Page
                                                                         ----

Part I.   Financial Information

     Item 1.  Financial Statements
              Consolidated Balance Sheets .............................    3
              - At March 31, 1999 and 1998  (Unaudited)
              - At December 31, 1998

              Consolidated Statements of Operations
              and Comprehensive Income  (Unaudited) ...................    4
              - For the Three Months Ended
                March 31, 1999 and 1998

              Consolidated Statements of Cash Flows
              (Unaudited) .............................................    5
              - For the Three Months Ended
                March 31, 1999 and 1998

              Notes to Unaudited Consolidated
              Financial Statements ....................................    6

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations ...........   11

Part II.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K ........................   16

     Signature ........................................................   17

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                                    JPE, INC.
<TABLE>
                           CONSOLIDATED BALANCE SHEETS
                    (Amounts in Thousands, Except Share Data)
<CAPTION>
                                                   At March 31,           December 31,
                                               1999            1998           1998
                                               ----            ----           ----
                                                   (Unaudited)
<S>                                           <C>            <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents ................  $   695        $    357        $   394
  Accounts receivable, net .................    8,331          42,594         12,151
  Inventory ................................   13,692          38,188         18,572
  Other current assets .....................    1,243           8,824          1,413
                                              -------        --------        -------

    Total current assets ...................   23,961          89,963         32,530

Investment in affiliate companies ..........   16,817            --           14,661
Property, plant and equipment, net .........   10,364          72,655         20,963
Goodwill, net ..............................    5,445          31,752          7,458
Other assets ...............................      654           2,313          1,362
                                              -------        --------        -------

    Total assets ...........................  $57,241        $196,683        $76,974
                                              =======        ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt ........  $67,448        $108,338        $84,492
  Short-term debt ..........................     --             9,482           -- 
  Accounts payable .........................    4,768          27,801          8,273
  Accrued liabilities ......................    1,819           5,835          1,931
  Income taxes .............................       34              37             14
  Loan guaranty ............................      535            --              635
                                              -------        --------        -------

    Total current liabilities ..............   74,604         151,493         95,345

Deferred income taxes ......................      157           4,072            157
Other liabilities ..........................      162           1,815          1,563
Long-term debt, non-current ................       38           9,096             50
                                              -------        --------        -------

    Total liabilities ......................   74,961         166,476         97,115
                                              -------        --------        -------

Shareholders' equity:
  Preferred stock, 3,000,000
   authorized, no shares issued
   and outstanding .........................     --              --             -- 
  Common stock, 15,000,000 authorized,
   4,602,180 shares issued and
   outstanding at March 31, 1999
   and at March 31, 1998
   no par value ............................   28,051          28,051         28,051
  Accumulated other comprehensive loss .....     --              (290)          (336)
  Retained earnings (accumulated deficit) ..  (45,771)          2,446        (47,856)
                                              -------        --------        -------

    Total shareholders' equity (deficit) ...  (17,720)         30,207        (20,141)
                                              -------        --------        -------

    Total liabilities and shareholders'
     equity ................................  $57,241        $196,683        $76,974
                                              =======        ========        =======

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

<PAGE>

                                    JPE, INC.
<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                  (Amounts in Thousands, Except Per Share Data)
<CAPTION>
                                                              Three Months Ended
                                                                   March 31,
                                                             1999             1998
                                                             ----             ----
                                                                  (Unaudited)
<S>                                                         <C>              <C>

Net sales ...............................................   $24,183          $69,423

Cost of goods sold ......................................    18,997           63,231
                                                            -------          -------

  Gross profit ..........................................     5,186            6,192

Selling, general and administrative expenses ............     3,752            7,697

Gain on forgiveness of liabilities ......................    (3,457)            -- 

Loss on sale of subsidiary ..............................     3,991             -- 

Other expenses (income) .................................       346             (134)

Affiliate companies' (income) losses ....................    (3,718)            -- 
                                                            -------          -------

Income (loss) before interest and taxes .................     4,275           (1,371)

Interest expense, net ...................................     2,116            3,464
                                                            -------          -------

  Income (loss) before taxes ............................     2,159           (4,835)

Income tax expense (benefit) ............................        71           (1,567)
                                                            -------          -------

  Net income (loss) .....................................     2,085           (3,268)

Other comprehensive expense
  Foreign currency translation adjustment ...............      --                (19)
                                                            -------          -------

Comprehensive income (loss) .............................   $ 2,085          $(3,287)
                                                            =======          =======

Basic earnings (loss) per common share ..................     $0.45           $(0.71)
                                                              =====           ======

Weighted average shares outstanding .....................     4,602            4,602
                                                              =====            =====

Earnings (loss) per common share assuming dilution ......     $0.44           $(0.71)
                                                              =====           ======

Weighted average shares outstanding
 and common stock equivalents ...........................     4,704            4,602
                                                              =====            =====
</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

<PAGE>

                                    JPE, INC.
<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                          1999              1998
                                                          ----              ----
                                                               (Unaudited)
<S>                                                     <C>               <C>
Cash flows from operating activities:
  Net income (loss) ................................    $ 2,085           $(3,268)
  Depreciation and amortization ....................        903             2,751
  Loss on sale of Industrial &
   Automotive Fasteners, Inc. ......................      3,991              --
  Forgiveness of liabilities .......................     (3,457)             --
  Affiliate companies' income ......................     (3,718)             --
  Other ............................................         98              --
  Adjustments to reconcile net loss
   to net cash  provided  by (used for)
   operating activities:
     Changes in operating assets and
      liabilities:
       Accounts receivable .........................     (2,855)           (4,597)
       Inventory ...................................        (35)            1,224
       Other current assets ........................        588               539
       Accounts payable ............................     (1,613)            2,582
       Accrued liabilities and income taxes ........       (192)           (1,318)
       Deferred income taxes .......................        (11)             --
                                                        -------           -------

         Net cash used for operating activities ....     (4,216)           (2,087)

Cash flows from investing activities:
  Purchase of property and equipment ...............       (226)           (1,836)
  Cash proceeds from sale of Industrial &
   Automotive Fasteners, Inc. ......................     20,000              --
  Cash received from equity investees ..............      1,799              --
                                                        -------           -------

         Net cash provided by (used for)
          investing activities .....................     21,573            (1,836)

Cash flows from financing activities:
  Net borrowings (payments) under revolving loan ...    (17,052)            2,991
  Net borrowings under Canadian credit facility ....       --               1,395
  Repayments of other debt .........................         (4)             (154)
                                                        -------           -------

         Net cash provided by (used for)
          financing activities .....................    (17,056)            4,232

Effect of currency translation on cash .............       --                  19

Cash and cash equivalents:
  Net increase in cash .............................        301               328
  Cash, beginning of period ........................        394                29
                                                        -------           -------
  Cash, end of period ..............................    $   695           $   357
                                                        =======           =======
</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

<PAGE>

                                    JPE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in Thousands)


A.   BASIS OF PRESENTATION:

     The accompanying unaudited consolidated condensed financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial information. Accordingly, the financial statements do
     not include all of the  information  and  footnotes  required by  generally
     accepted accounting  principles for complete financial  statements.  In the
     opinion of  management,  all  adjustments  considered  necessary for a fair
     presentation  have  been  included,  and such  adjustments  are of a normal
     recurring nature. The consolidated  financial  statements should be read in
     conjunction  with the financial  statements and notes thereto  contained in
     the JPE,  Inc.  ("JPE"  or the  "Company")  Form  10-K  for the year  ended
     December 31, 1998.


B.   RESTRUCTURING OF COMPANY:

     On April 28,  1999,  the Company  reached a definitive  agreement  with ASC
     Holdings LLC and Kojaian  Holdings  LLC  (together,  "Buyer"),  pursuant to
     which  Buyer will  acquire  common and  preferred  stock of the  Company to
     initially  have  voting  control  and an  economic  interest  of 95% of the
     Company.  Buyer  will be  issued  9,441,420  shares  of  common  stock  and
     1,560,000 shares of preferred stock,  subject to adjustment.  Each share of
     preferred  stock  issued to Buyer  will  have all  rights  and  privileges,
     including voting,  distribution and dividend rights,  equal to 50 shares of
     common  stock.  Buyer will  invest  $18.4  million in the  Company and will
     provide  or  arrange  a loan to JPE in the  amount of  approximately  $51.6
     million.

     The current  shareholders of JPE, Inc. would retain the remaining equity in
     the Company, subject to further dilution from preferred stock and preferred
     stock  warrants  that will be  issued  to the  Company's  bank  lenders  in
     exchange for loan  concessions.  If the loan  concessions are less than $12
     million, no preferred stock or preferred stock warrants will be issued. The
     Company's  bank  lenders have agreed to a maximum  loan  concession  of $17
     million,  in which case the  Company's  bank lenders  will  receive  23,011
     shares of preferred  stock for an aggregate  purchase  price of $1 thousand
     and 86,291 preferred stock warrants for no additional consideration. If the
     loan concession is between $12 million and $17 million, the preferred stock
     and  warrants  to be  issued  will be based on a ratio.  In  addition,  the
     current shareholders of the Company and the Bank will receive warrants that
     would  entitle  them to purchase  approximately  an  additional  15% of the
     voting power and economic  interest in the Company,  exercisable  two years
     after the  consummation of Buyer's  investment,  with the exercise price of
     such warrants  subject to adjustments  based on the Company's  EBITDA level
     and certain amounts paid by the Company to address environmental issues. As
     such,  current  shareholders  of the Company  will  experience  substantial
     dilution  upon  Buyer's  investment,   but  would  have  the  potential  of
     increasing  their aggregate  percentage  ownership in the future.  Buyer is
     continuing its due  diligence,  which should be completed by the end of May
     1999. There can be no assurance that the Buyer's due diligence requirements
     will be satisfied or that the conditions to consummate the transaction will
     be  satisfied.  If the  transaction  with  Buyer  is not  consummated,  the
     Company's ability to continue as a going concern is uncertain.

     Plastic Trim, Inc.  ("PTI") and Starboard  Industries,  Inc.  ("Starboard")
     filed  reorganization  plans with the Bankruptcy Court which were confirmed
     on April 16,  1999.  Under these  plans,  PTI's and  Starboard's  unsecured
     creditors as of September  15, 1998 will be paid 30% of their  pre-petition
     claims.  This will result in a forgiveness of liabilities of  approximately
     $3.9 million.

<PAGE>

                                    JPE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in Thousands)


C.   SALE OF JPE CANADA INC.:

     On December 8, 1998, The Bank of Nova Scotia,  the Interim Receiver for JPE
     Canada Inc.  ("JPEC"),  General  Motors  Corporation  and General Motors of
     Canada  Limited  entered into an agreement  to sell  substantially  all the
     assets of JPEC to the Ventra Group, Inc. This agreement  required that JPEC
     make an  assignment in  bankruptcy  prior to closing.  On February 8, 1999,
     JPEC filed an  assignment in  bankruptcy  with the Ontario  Court  (General
     Division)  Commercial  List and  substantially  all the assets of JPEC were
     sold for approximately  $13.7 million.  The secured bank loans of JPEC were
     approximately  $14.8 million at closing.  The unpaid liabilities of JPEC at
     closing have been eliminated through the bankruptcy  proceeding,  resulting
     in a gain of approximately $2.9 million.  For the period of January 1, 1999
     to February 8, 1999,  JPEC had a net loss from operations of $259 thousand.
     The  gain  and  loss  from  operations  are  included  in the  consolidated
     statement of operations under the caption  "Affiliate  companies'  (income)
     losses."


D.   SALE OF INDUSTRIAL & AUTOMOTIVE FASTENERS, INC.:

     On March 26, 1999, JPE sold the stock of Industrial & Automotive Fasteners,
     Inc.  ("IAF")  to  MacLean  Acquisition  Company  for  approximately  $20.0
     million.  The sales agreement  required certain vendors to compromise their
     accounts  receivable from IAF to 30% of the  outstanding  balance and union
     employees  to  accept  annuity  contracts  in lieu of their  postretirement
     health care and life  insurance  benefits.  JPE has  recorded a gain in the
     first  quarter  of  1999  for  the  forgiveness  of  these  liabilities  of
     approximately  $3.5  million,  offset  by a loss on the  sale of  stock  of
     approximately  $4.0  million.  The net proceeds of $19.2  million from this
     sale were used to pay down U.S. Bank debt.


E.   INVESTMENT IN U.S. AFFILIATE COMPANIES:

     JPE's  subsidiaries,  PTI and Starboard,  are  debtors-in-possession  under
     Chapter  11  of  the  Federal  Bankruptcy  Code.  Under  these  conditions,
     generally  accepted  accounting  principles  do not  allow the  Company  to
     consolidate  these  subsidiaries  from the date of filing  their  voluntary
     petitions  with  the  Bankruptcy   Court.   On  February  25,  1999,   both
     subsidiaries filed a Plan of Reorganization  and Disclosure  Statement with
     the Court.  These plans were confirmed by the Bankruptcy Court on April 16,
     1999.  Note B  describes a proposed  investment  in JPE that will result in
     these two subsidiaries emerging from Chapter 11.

<PAGE>

                                    JPE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in Thousands)


E.   INVESTMENT IN U.S. AFFILIATE COMPANIEs, continued:

     The  Investment in U.S.  affiliate  companies on the  Consolidated  Balance
     Sheet  at  March  31,  1999  is  comprised  of the  following  (amounts  in
     thousands):

<TABLE>
<CAPTION>
                                                     PTI        Starboard        Total
                                                     ---        ---------        -----
<S>                                                <C>            <C>           <C>

     Cash ......................................   $     2        $  140        $   142
     Receivables ...............................    16,250         3,954         20,204
     Inventory .................................     5,166           547          5,713
     Other current assets ......................       357         1,046          1,403
     Property, plant and equipment, net ........    15,949         4,229         20,178
                                                   -------        ------        -------
        Total Assets ...........................   $37,724        $9,916        $47,640
                                                   -------        ------        -------

     Liabilities not subject to compromise:
      Current liabilities
       Accounts payable ........................   $ 1,034        $  116        $ 1,150
       Accrued liabilities .....................     1,224           861          2,085
       Other liabilities .......................       339           145            484
      Debtor-in-possession financing ...........    18,388         2,880         21,268
     Liabilities subject to compromise .........     4,566         1,270          5,836
                                                   -------        ------        -------
        Total Liabilities ......................   $25,551        $5,272        $30,823
                                                   -------        ------        -------

          Net Equity ...........................   $12,173        $4,644        $16,817
                                                   =======        ======        =======

</TABLE>

     The results of operations  for these  subsidiaries  since their filing date
     has been recorded on the equity method. Summarized statements of operations
     for the quarter ended March 31, 1999 are as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                     PTI        Starboard        Total
                                                     ---        ---------        -----
<S>                                                <C>            <C>           <C>
     Sales .....................................   $19,609        $6,094        $25,703
     Cost of sales .............................    17,472         4,904         22,376
                                                   -------        ------        -------
     Gross profit ..............................     2,137         1,190          3,327
     Selling, general and administrative
      expense ..................................     1,469           299          1,768
     Other reorganization expenses .............        10            14             24
                                                   -------        ------        -------
     Income before interest and taxes ..........       658           877          1,535
     Interest expense ..........................       363            71            434
                                                   -------        ------        -------
     Income before taxes .......................       295           806          1,101
     Income tax expense ........................         1             3              4
                                                   -------        ------        -------
     Net income ................................   $   294        $  803        $ 1,097
                                                   =======        ======        =======

</TABLE>

<PAGE>

                                    JPE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in Thousands)


F.   SEGMENT INFORMATION:

     In 1998,  JPE,  Inc.  adopted FAS 131,  "Disclosures  about  Segments of an
     Enterprise and Related  Information."  The Company  manages and reports its
     operating activities under three segments:  Trim Products,  Fasteners,  and
     Truck and Automotive  Replacement Parts. The Trim Products segment consists
     of  decorative  and  functional  exterior  trim sold to Original  Equipment
     Manufacturers ("OEM's").  Fasteners are decorative,  specialty and standard
     wheel nuts sold to the OEM's and to the replacement  market.  The Truck and
     Automotive   Replacement  Parts  segment  consists  of  heavy-duty  vehicle
     undercarriage  parts and brake systems for the  automotive  industry.  JPE,
     Inc. sold its brake systems  segment  during 1998. In 1999,  JPE, Inc. also
     sold a portion of its Trim Products  segment (see Note C) and its Fasteners
     segment (see Note D).

     The accounting policies for the segments are the same as those used for the
     consolidated  financial  statements.  There are no inter-segment  sales and
     management  does  not  allocate  interest  or  corporate  expenses  to  the
     segments.  The  Company  evaluates  the  performance  of its  segments  and
     allocates resources to them based on Segment profit.  Segment profit (loss)
     is defined  as sales  minus cost of goods  sold and  selling,  general  and
     administrative  expenses.  Other charges  (income) relate to  non-recurring
     transactions,  such as bankruptcy-related transactions or sales of portions
     of segments.

     Information by operating  segment for the first quarter of 1999 and 1998 is
     summarized below:

<TABLE>
<CAPTION>
                                             Trim                         Replacement
                                           Products        Fasteners         Parts          Total
                                           --------        ---------      -----------       -----
<S>                                        <C>              <C>             <C>            <C>

     Sales to unaffiliated customers
      1999                                     --           $10,024         $14,159        $ 24,183
      1998                                 $ 35,866          10,069          23,488          69,423

     Segment profit (loss)
      1999                                     --           $   842         $   823        $  1,665
      1998                                 $ (2,648)            673           1,368            (607)

     Other charges (income)
      1999                                     --           $(3,369)        $    31        $ (3,338)
      1998                                 $   (134)           --              --              (134)

     Affiliate companies' income
      1999                                 $ (3,718)           --              --          $ (3,718)
      1998                                     --              --              --              -- 

     Depreciation and amortization
      1999                                     --           $   430         $   462        $    892
      1998                                 $  1,715             475             454           2,644

     Segment assets
      1999                                     --              --           $38,868        $ 38,868
      1998                                 $105,988         $24,868          62,401         193,257

</TABLE>

<PAGE>

                                    JPE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in Thousands)


F.   SEGMENT INFORMATION, continued:

<TABLE>
<CAPTION>
                                             Trim                         Replacement
                                           Products        Fasteners         Parts          Total
                                           --------        ---------      -----------       -----
<S>     <C>    <C>    <C>    <C>    <C>    <C>
     Expenditures for segment assets
      1999                                     --           $   126         $    83        $    209
      1998                                 $    879             324             628           1,831

</TABLE>


     A  reconciliation  of segment  profit  (loss) for  reportable  segments  to
     consolidated loss before taxes is as follows:

                                                      1997            1998
                                                      ----            ----

     Segment profit (loss)                           $ 1,665        $   (607)
     Other income                                      3,338             134
     Affiliate companies' income                       3,718            -- 
     Corporate expense                                  (228)           (898)
     (Loss) on sale of subsidiary                     (3,991)           -- 
     Costs related to bankruptcy and
      forbearance agreements                            (227)           -- 
     Interest expense                                 (2,116)         (3,464)
                                          -------                   -------

     Income (loss) before taxes                      $ 2,159        $ (4,835)
                                                     =======        =======

     A reconciliation of segment assets to consolidated assets is as follows:

                                                      1997            1998
                                                      ----            ----

     Segment Assets                                  $38,868        $193,257
     Corporate Assets                                  1,556           3,426
     Investment in Affiliates                         16,817            -- 
                                                     -------        --------

     Consolidated Assets                             $57,241        $196,683
                                                     =======        ========


G.   INVENTORY:

     Inventories by component are as follows:

<TABLE>
<CAPTION>

                                           March 31, 1999        March 31, 1998        Dec. 31, 1998
                                           --------------        --------------        -------------
<S>                                           <C>    <C>    <C>
     Finished goods                           $11,364               $18,938                $13,291
     Work in process and components               842                 2,243                  1,411
     Raw material                               1,486                14,535                  1,606
     Tooling                                     --                   2,472                  2,264
                                              -------               -------                -------

                                              $13,692               $38,188                $18,572
                                              =======               =======                =======

</TABLE>

<PAGE>

                                    JPE, INC.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and notes thereto filed with the Company's Annual Report on
Form 10-K to assist in understanding  the Company's  results of operations,  its
financial position,  cash flows,  capital structure and other relevant financial
information.


FORWARD LOOKING INFORMATION

This Quarterly  Report on Form 10-Q contains,  and from time to time the Company
expects to make,  certain  forward-looking  statements  regarding  its business,
financial  condition and results of  operations.  In  connection  with the "Safe
Harbor"  provisions  of the Private  Securities  Reform Act of 1995 (the "Reform
Act"), the Company intends to caution investors that there are several important
factors that could cause the Company's actual results to differ  materially from
those projected in its forward-looking statements, whether written or oral, made
herein or that may be made  from  time to time by or on  behalf of the  Company.
Investors  are  cautioned   that  such   forward-looking   statements  are  only
predictions and that actual events or results may differ materially. The Company
undertakes no obligation to publicly release the results of any revisions to the
forward-looking  statements to reflect events or circumstances or to reflect the
occurrence of unanticipated events.

The Company wishes to ensure that any forward-looking statements are accompanied
by  meaningful  cautionary  statements  in order to comply with the terms of the
safe harbor provided by the Reform Act. Accordingly, the Company has set forth a
list of  important  factors  that could cause the  Company's  actual  results to
differ  materially  from  those  expressed  in  forward-looking   statements  or
predictions made herein and from time to time by the Company.  Specifically, the
Company's  business,  financial  condition  and results of  operations  could be
materially different from such  forward-looking  statements and predictions as a
result,  among other things,  of (i) customer  pressures that could impact sales
levels  and  product  mix,  including  customer  sourcing  decisions,   customer
evaluation  of market  pricing on products  produced by the Company and customer
cost-cutting  programs;  (ii) operational  difficulties  encountered  during the
launch of major new OEM programs; (iii) the availability of funds to the Company
to continue  operations  pending  consummation of a sale or an investment in the
Company  and a  restructuring  of the  Company's  debt;  and (iv) the ability to
consummate a transaction  which permits  restructuring of the Company's debt and
infusion of additional capital (see "Liquidity and Capital Resources").


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Net sales for the quarter  ended March 31, 1999 were $24.2  million  compared to
$69.4  million  for the  same  period  in 1998.  This  significant  decrease  is
attributable to recording sales of the Company's Trim Products segment using the
equity  method  due to the  bankruptcy  proceedings  and the sales of  Allparts,
Incorporated ("Allparts") and JPE Canada Inc. ("JPEC") due to the divestiture of
these businesses. By segment, sales are as follows (including Trim Products):

                                      March 31,           March 31,
                                        1999                1998
                                      ---------           ---------

         Trim Products                 $29,769            $35,866
         Fasteners                      10,024             10,069
         Replacement Parts              14,159             23,488

The  decrease in 1999 Trim  Products  sales is due to the  inclusion of only one
month's  sales at JPEC prior to its sale on  February  8, 1999.  This  operation
would have  contributed  approximately  $8 million in additional sales if it had
not been  sold.  Sales at  Starboard  Industries,  Inc.  ("Starboard")  are $1.7
million  higher than the first quarter of 1998 due to the launch of new products
in the second half of 1998. The decrease in 1999 sales of the Replacement  Parts
segment  is due to the  sale  of  Allparts  which  accounts  for a $4.2  million
decline.  The  remaining  decline of $5 million is  attributable  to the loss of
heavy duty  brake drum  business  and the impact of the  uncertainty  related to
JPE's  financial  condition  which is causing  certain  customers to dual source
their business.

Gross profit was $5.2 million for the quarter  ended March 31, 1999  compared to
$6.2 million for the same  quarter last year.  The gross profit by segment is as
follows (including Trim Products):

                                      March 31,          March 31,
                                        1999               1998
                                      ---------          ---------

         Trim Products                 $ 3,509            $  (484)
         Fasteners                       1,342              1,279
         Replacement Parts               3,844              5,417

The increase in Trim Products is due to the elimination of JPEC which had a loss
of $1.5  million in the first  quarter of 1998, a $1.6  million  improvement  at
Plastic Trim, Inc.  ("PTI") due primarily to better control of scrap, and a $677
thousand  improvement  at Starboard as a result of increased  sales volume.  The
decline in gross margin for  Replacement  Parts is  attributable  to lower sales
volume,  partially offset by higher margin at Dayton Parts due to better product
mix.

Selling,  general and  administrative  expenses  decreased  $3.9 million for the
first  quarter of 1999 as compared to the same  period in 1998.  Adjusting  this
decline  to  reflect  selling,  general  and  administrative  costs  of the Trim
Products  segment,  the decrease would have been $2.0 million.  This decrease is
primarily a result of the businesses  sold,  lower sales volume at Dayton Parts,
and lower costs at JPE's corporate office due to staff reductions.

During the quarter  ended  March 31,  1999,  the  Company  sold the stock of its
Fasteners  segment,  Industrial  &  Automotive  Fasteners,  Inc.  ("IAF").  This
transaction  required that certain  vendors  forgive their  accounts  receivable
resulting in a $2.0 million gain. In addition,  union  employees at IAF accepted
annuity contracts in lieu of their postretirement  healthcare and life insurance
benefits  resulting in  forgiveness  of liability in the amount of $1.5 million.
The sale of stock of IAF resulted in a loss of $4.0  million,  offset by gain on
forgiveness of debt.

Other expense for the quarter ended March 31, 1999 was $346 thousand compared to
other  income of $134  thousand  for the same  period in the prior  year.  Other
expense  primarily  relates to costs incurred in connection with the Forbearance
Agreement and the proposed  investment  described in Note B to the  consolidated
financial statements.  Other income in 1998 was attributable to gain on the sale
of land and foreign exchange gains.

In 1998, the Company's Trim Products segment filed for court-ordered protection.
The Company has recognized the financial results of these subsidiaries using the
equity  method.  In the first quarter of 1999,  the assets of JPEC were sold for
approximately $13.7 million which was used to pay down bank debt. Since JPEC has
no assets,  its unpaid  liabilities of $2.9 million have been eliminated through
the bankruptcy proceedings resulting in a gain in the first quarter of 1999. The
results of operations for the quarter ended March 31, 1999 for all  subsidiaries
included  in  the  Trim  Products  segment  was  net  income  of  $838,000.  The
improvement in other operations is explained above in the paragraphs  discussing
sales and gross profit.

Interest  expense  for the  quarter  ended  March 31,  1999 was $2.1  million as
compared  to $3.5  million  for the  quarter  ended  March 31,  1998.  The lower
interest  expense is a result of lower  debt  levels due to the sales of certain
businesses  and a lower  effective  interest rate. In the first quarter of 1998,
the  Company's   effective   interest  rate  was  11%  compared  to  a  rate  of
approximately  9.75% for the quarter ended March 31, 1999.  The higher  interest
rate in 1998 was  primarily  attributable  to  payment  of an  amendment  fee of
$120,000 per month until maturity of the Company's  Credit  Agreement in October
1998.

Tax  expense for the quarter  ended  March 31, 1999  represents  state and local
taxes,  as the Company  has net  operating  losses to offset any  federal  taxes
payable for the first quarter of 1999.

Net income for the quarter  ended  March 31, 1999 was $2.1  million or $0.44 per
fully diluted share. Results for 1999 include three non-recurring items relating
to the sale of certain businesses as previously  discussed.  The effect of these
items was to increase net income by $2.4 million for the quarter ended March 31,
1999.  The Company  reported a net loss of $3.3 million or $0.71 per share fully
diluted for the quarter ended March 31, 1998.  Although the Company's results of
operations have improved  substantially,  the Company's ability to continue as a
going concern is dependent on the  restructuring  of the Company as described in
Note B and under Liquidity and Capital Resources below.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  principal  source of  liquidity  for its U.S.  companies  is the
Forbearance  Agreement  dated August 10, 1998, as amended  several times through
the  current  amendment  dated May 3, 1999 (the  "Forbearance  Agreement").  The
Forbearance Agreement is collateralized by all of the Company's assets, with the
exception  of the  inventories  of  Starboard  and  PTI,  and the  post-petition
accounts  receivable  of  Starboard  and PTI.  At  March  31,  1999,  borrowings
outstanding under the Forbearance Agreement totaled $67.4 million.

During the first  quarter  of 1999,  the U.S.  lenders  have  received  payments
originating  from the sale of IAF in March 1999 in the  amount of $19.2  million
and from Starboard's and PTI's collection of pre-petition  receivables and other
payments totaling $1.8 million.

At March 31, 1999, Current Liabilities exceeded Current Assets by $50.6 million,
reflecting  the  classification  of the  amount  outstanding  to the Bank  Group
pursuant to the Forbearance  Agreement of $67.4 million as a current  liability.
Excluding the amount  outstanding to the Bank Group pursuant to the  Forbearance
Agreement,  working  capital at March 31, 1999 would have been $16.8  million as
compared to $21.7 million at December 31, 1998. This decrease primarily reflects
the working capital  related to IAF. As described in Note B to the  consolidated
financial  statements and below, the Company's  liquidity and capital  resources
are dependent on consummation of certain  transactions.  Cash used by operations
was $4.2 million for the quarter ended March 31, 1999,  primarily  related to an
increase in receivables.

In connection  with the filing for protection from creditors under Chapter 11 of
the U.S.  Bankruptcy  Code for Starboard and PTI (the "debtor  companies"),  the
debtor companies entered into separate debtor-in-possession financing agreements
to provide for  post-petition  financing (the "DIP financing")  which expires on
September 15, 2000. This debt is not shown on the Company's consolidated balance
sheet as these  subsidiaries are reported under the equity method.  At March 31,
1999,  borrowings under these facilities  totaled $2.9 million and $18.4 million
for Starboard and PTI, respectively.

On April 28, 1999, the Company reached a definitive  agreement with ASC Holdings
LLC and Kojaian  Holdings LLC (together,  "Buyer"),  pursuant to which the Buyer
will acquire common and preferred  stock of the Company to initially have voting
control and an economic interest of 95% of the Company. The Buyer will be issued
9,441,420 shares of common stock and 1,560,000  shares of preferred stock.  Each
share of  preferred  stock has all  rights  and  privileges,  including  voting,
distribution and dividend rights,  equal to 50 shares of common stock. The Buyer
will invest  $18.4  million in the Company and will provide or arrange a loan to
JPE in the amount of approximately $51.6 million.

The current  shareholders of JPE, Inc. would retain the remaining  equity in the
Company,  subject to further  dilution from preferred  stock and preferred stock
warrants that will be issued to the Company's  bank lenders in exchange for loan
concessions.  If the loan  concessions  are less than $12 million,  no preferred
stock or preferred  stock  warrants will be issued.  The Company's  bank lenders
have  agreed to a maximum  loan  concession  of $17  million,  in which case the
Company's  bank  lenders will receive  23,011  shares of preferred  stock for an
aggregate  purchase price of $1 thousand and 86,291 preferred stock warrants for
no additional  consideration.  If the loan concession is between $12 million and
$17 million,  the  preferred  stock and warrants to be issued will be based on a
ratio.  In addition,  the current  shareholders of the Company and the Bank will
receive warrants that would entitle them to purchase approximately an additional
15% of the voting power and economic  interest in the Company,  exercisable  two
years after the consummation of the Buyer's investment,  with the exercise price
of such warrants subject to adjustments  based on the Company's EBITDA level and
certain amounts paid by the Company to address  environmental  issues.  As such,
current  shareholders of the Company will experience  substantial  dilution upon
the  Buyer's  investment,  but would  have the  potential  of  increasing  their
aggregate  percentage ownership in the future. If the transaction with the Buyer
is not  consummated,  the  Company's  ability to continue as a going  concern is
uncertain.

PTI and Starboard  filed  reorganization  plans with the Bankruptcy  Court which
were  confirmed on April 16,  1999.  Under these  plans,  PTI's and  Starboard's
unsecured  creditors  as of  September  15,  1998  will  be  paid  30% of  their
pre-petition  claims.  This  will  result in a  forgiveness  of  liabilities  of
approximately  $3.9  million.  The  funding of these  claims is  dependent  upon
consummation of the above transaction.

The Buyer is continuing its due diligence,  which should be completed by the end
of  May  1999.  There  can  be no  assurance  that  the  Buyer's  due  diligence
requirements  will be  satisfied  or that a  transaction  with the  Buyer can be
consummated on terms that are adequate to restructure the Company's  obligations
to its bank group. If the  transaction  with the Buyer is not  consummated,  the
Company's ability to continue as a going concern is uncertain.


YEAR 2000

PTI's and  Starboard's  business  systems  require  updating to become Year 2000
compliant.  These two  companies  continue  to make  progress on their Year 2000
projects  and appear to be on track to be  compliant  by January 1, 2000.  DPI's
business  system has been  updated and is Year 2000  compliant as of April 1999.
The Company's manufacturing  operations do not rely on highly sophisticated date
driven  processes and, as such,  compliance  with Year 2000  requirements is not
significant in the manufacturing area. Each of the Company's business systems is
being updated or a replacement system is being purchased.  The Company estimates
that the  total  cost to be spent  in 1999 to  become  Year  2000  compliant  is
approximately  $355,000 relating to new hardware and software  programs.  In the
first quarter of 1999, the Company expended approximately $50,000 related to new
hardware for the Starboard business system. In addition, there will be costs for
training  employees on the new systems  which will be accounted for as operating
expenses.

The Company has also been in contact with its  customers  and  suppliers and has
requested  that they  complete  questionnaires  to  determine  any impact on the
Company's operations.  In general, the suppliers and customers have developed or
are in the process of developing plans to address Year 2000 issues.  The Company
will continue to monitor and evaluate the progress of suppliers and customers on
this critical matter.

Based on the  progress the Company has made in  addressing  its Year 2000 issues
and the plans and  timelines  to complete  this  project,  the Company  does not
foresee significant risks associated with its Year 2000 compliance at this time.
The Company has not developed a detailed contingency plan, but given the current
status of its progress, it appears that all systems will be compliant.  However,
if the Company identifies  significant risks related to its Year 2000 compliance
or its progress deviates from the anticipated timeline, the Company will develop
contingency plans as deemed necessary at that time.

<PAGE>

                           PART II. OTHER INFORMATION

                                    JPE, INC.


Item 6.  Exhibits and Reports on Form 8-K

          a.   Exhibits:

               10.1 Seventh  Amendment,  dated April 14,  1999,  to  Forbearance
                    Agreement, filed with this report.

               10.2 Eighth   Amendment,   dated  May  3,  1999,  to  Forbearance
                    Agreement, filed with this report.

               10.3 Ninth   Amendment,   dated  May  7,  1999,  to   Forbearance
                    Agreement, filed with this report.

               10.4 Investment Agreement dated April 28, 1999 among ASC Holdings
                    LLC,  Kojaian  Holdings LLC and JPE,  Inc.,  filed with this
                    report.

               10.5 Form of  Indemnification  Agreement,  dated April 21,  1999,
                    between  JPE,  Inc.  and Karen A.  Radtke,  filed  with this
                    report.

          b.   Report on Form 8-K:

               On  April  15,  1999,  Registrant  filed a  report  on Form  8-K,
               reporting (i) the sale of substantially  all of the assets of JPE
               Canada Inc., an Ontario,  Canada  corporation  and a wholly-owned
               subsidiary of the Registrant,  to Ventra Group, Inc. and (ii) the
               sale of 100% of the issued and outstanding shares of common stock
               of   Industrial   &  Automotive   Fasteners,   Inc.,  a  Michigan
               corporation and a wholly-owned  subsidiary of the Registrant,  to
               MacLean Acquisition Company.

<PAGE>

                                    JPE, INC.

                                    SIGNATURE


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.


                                       JPE, Inc.


                                       By: /s/ James J. Fahrner
                                          --------------------------------
                                           James J. Fahrner
                                           Executive Vice President
                                           and Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)


Date:  May 17, 1999