<PAGE>

                                  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 April 2, 2006

                                       OR

[ ]  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 0-21139

                          DURA AUTOMOTIVE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
                DELAWARE                                          38-3185711
     (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
           2791 RESEARCH DRIVE
        ROCHESTER HILLS, MICHIGAN                                    48309
(Address of principal executive offices)                          (Zip Code)
</TABLE>

                                 (248) 299-7500
              (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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See the definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [X]   Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of the Registrant's Class A common stock, par
value $.01 per share, at May 2, 2006 was 18,868,518 shares.

<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
                                    FORM 10-Q
                                TABLE OF CONTENTS

                          PART I FINANCIAL INFORMATION

<TABLE>
<S>                                                                                <C>
ITEM 1.  FINANCIAL STATEMENTS.

         Condensed Consolidated Statements of Operations for the Three Months
         Ended April 2, 2006 and April 3, 2005 (Unaudited)

         Condensed Consolidated Balance Sheets at April 2, 2006 (Unaudited) and
         December 31, 2005

         Condensed Consolidated Statements of Cash Flows for the Three Months
         Ended April 2, 2006 and April 3, 2005 (Unaudited)

         Notes to Condensed Consolidated Financial Statements (Unaudited)

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4.  CONTROLS AND PROCEDURES.

                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

ITEM 1A.  RISK FACTORS.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 5.  OTHER INFORMATION.

ITEM 6.  EXHIBITS.

SIGNATURES

CERTIFICATIONS
</TABLE>


                                       -2-
<PAGE>

ITEM 1. FINANCIAL STATEMENTS.

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                         -----------------------------
                                                                         APRIL 2, 2006   APRIL 3, 2005
                                                                         -------------   -------------
<S>                                                                      <C>             <C>
Revenues                                                                   $584,378        $619,979
Cost of sales                                                               530,416         559,398
                                                                           --------        --------
      Gross profit                                                           53,962          60,581
Selling, general and administrative expenses                                 36,929          42,173
Facility consolidation, asset impairment and other charges                    2,572           1,666
Amortization expense                                                            105             112
                                                                           --------        --------
      Operating income                                                       14,356          16,630
Interest expense, net of interest income of $757 at April 2, 2006
   and $693 at April 3, 2005                                                 26,174          24,970
                                                                           --------        --------
      Loss from continuing operations before benefit for
         income taxes and minority interest                                 (11,818)         (8,340)
Benefit for income taxes                                                     (3,833)         (3,617)
                                                                           --------        --------
      Loss from continuing operations                                        (7,985)         (4,723)
Minority interest:
      In non-wholly owned subsidiaries                                          (55)             --
                                                                           --------        --------
Loss from continuing operations                                              (8,040)         (4,723)
Loss from discontinued operations, net                                           --            (109)
                                                                           --------        --------
      Loss before cumulative effect of change in accounting principle        (8,040)         (4,832)
Cumulative effect of change in accounting principle, net of tax of$712        1,020              --
                                                                           --------        --------
      Net income (loss)                                                    $ (7,020)       $ (4,832)
                                                                           ========        ========
Basic earnings (loss) per share:
   Loss from continuing operations                                         $  (0.43)       $  (0.25)
   Discontinued operations                                                       --           (0.01)
   Cumulative effect of change in accounting principle                         0.05              --
                                                                           --------        --------
      Net income (loss)                                                    $  (0.38)       $  (0.26)
                                                                           ========        ========
Basic shares outstanding                                                     18,808          18,662
                                                                           ========        ========
Diluted earnings (loss) per share:
   Loss from continuing operations                                         $  (0.43)       $  (0.25)
   Discontinued operations                                                       --           (0.01)
   Cumulative effect of change in accounting principle                         0.05              --
                                                                           --------        --------
      Net income (loss)                                                    $  (0.38)       $  (0.26)
                                                                           ========        ========
Diluted shares outstanding                                                   18,808          18,662
                                                                           ========        ========
</TABLE>

         The accompanying notes are an integral part of these condensed
                            consolidated statements.


                                      -3-

<PAGE>

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                                              APRIL 2,    DECEMBER 31,
                                                                                2006          2005
                                                                             ----------   ------------
<S>                                                                          <C>          <C>
                                  ASSETS

Current assets:
   Cash and cash equivalents                                                 $  127,922    $  101,889
   Accounts receivable, net of reserve for doubtul accounts and sales
      allowance of $4,981 at April 2, 2006 and $5,061 at December 31, 2005      332,853       291,119
   Inventories                                                                  138,712       132,148
   Other current assets                                                         120,060       107,650
                                                                             ----------    ----------
      Total current assets                                                      719,547       632,806
                                                                             ----------    ----------
Property, plant and equipment, net                                              460,190       458,258
Goodwill, net                                                                   864,420       854,296
Other assets, net of accumulated amortization of $20,346 at April 2, 2006
   and $19,377 at December 31, 2005                                             124,384       129,849
                                                                             ----------    ----------
                                                                             $2,168,541    $2,075,209
                                                                             ==========    ==========
                 LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:
   Accounts payable                                                          $  255,111    $  265,560
   Accrued liabilities                                                          213,123       180,622
   Current maturities of long-term debt                                           3,877         3,473
                                                                             ----------    ----------
      Total current liabilities                                                 472,111       449,655
                                                                             ----------    ----------
Long-term debt, net of current maturities                                       228,923       171,577
Senior unsecured notes                                                          400,000       400,000
Senior subordinated notes                                                       527,328       523,906
Convertible trust preferred securities subject to mandatory redemption           55,250        55,250
Senior notes - derivative instrument adjustment                                 (17,395)      (10,781)
Minority interests                                                                4,946         4,864
Other noncurrent liabilities                                                    147,500       141,031

Stockholders' investment:
   Common stock                                                                     188           188
   Additional paid-in capital                                                   351,941       351,994
   Treasury stock at cost                                                        (1,797)       (1,948)
   Accumulated deficit                                                          (98,548)      (91,528)
   Accumulated other comprehensive income                                        98,094        81,001
                                                                             ----------    ----------
      Total stockholders' investment                                            349,878       339,707
                                                                             ----------    ----------
                                                                             $2,168,541    $2,075,209
                                                                             ==========    ==========
</TABLE>

         The accompanying notes are an integral part of these condensed
                            consolidated statements.


                                      -4-

<PAGE>

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                              -------------------
                                                              APRIL 2,   APRIL 3,
                                                                2006       2005
                                                              --------   --------
<S>                                                           <C>        <C>
OPERATING ACTIVITIES:
   Loss from continuing operations                            $ (8,040)  $ (4,723)
   Adjustments to reconcile loss from continuing
      operations to net cash used in operating activities -
         Depreciation, amortization and asset impairment        22,033     20,547
         Amortization of deferred financing fees                   957        987
         Deferred income taxes                                   1,481        519
         Changes in other operating items:
            Accounts receivable                                (37,723)   (61,104)
            Inventories                                         (4,883)     2,854
            Other current assets                                (6,189)   (15,842)
            Accounts payable and accrued liabilities            23,971     26,611
            Other assets, liabilities and non-cash items        (1,631)    (4,194)
                                                              --------   --------
         Net cash used in operating activities                 (10,024)   (34,345)
                                                              --------   --------
INVESTING ACTIVITIES:
   Capital expenditures, net                                   (23,117)   (14,278)
   Other investing items                                           101         --
                                                              --------   --------
         Net cash used in investing activities                 (23,016)   (14,278)
                                                              --------   --------
FINANCING ACTIVITIES:
   Long-term borrowings                                         76,242        413
   Repayments of long-term borrowings                           (1,135)   (35,658)
   Net repayments under revolving credit facilities            (17,500)        --
   Proceeds from issuance of common stock and
      exercise of stock options, net                                76        517
   Debt issuance costs                                          (1,950)        --
   Other, net                                                       --       (455)
                                                              --------   --------
         Net cash provided by (used in) financing
            activities                                          55,733    (35,183)
                                                              --------   --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
   AND CASH EQUIVALENTS                                          3,340      3,939
                                                              --------   --------
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM
   CONTINUING OPERATIONS                                        26,033    (79,867)

NET OPERATING CASH FLOW USED IN DISCONTINUED
   OPERATIONS                                                       --       (109)

CASH AND CASH EQUIVALENTS:
   Beginning of period                                         101,889    191,568
                                                              --------   --------
   End of period                                              $127,922   $111,592
                                                              ========   ========

SUPPLEMENTAL DISCLOSURE:
   Cash paid for interest                                     $  6,190   $  3,679
   Cash paid for income taxes                                 $  2,190   $    941

   Unpaid capital expenditures                                $  5,818   $  5,723
</TABLE>

         The accompanying notes are an integral part of these condensed
                            consolidated statements.


                                      -5-
<PAGE>

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION:

     DURA Automotive Systems, Inc. (a Delaware Corporation) is a holding company
whose predecessor was formed in 1990. DURA Automotive Systems, Inc. and its
subsidiaries (collectively referred to as "DURA", "Company", "we", "our" and
"us") is a leading independent designer and manufacturer of driver control
systems, seating control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global automotive and
recreation & specialty vehicle ("RVSV") industries.

     We sell our products to every major North American, Asian and European
automotive original equipment manufacturer ("OEM") and nearly every RVSV OEM. We
have 63 manufacturing and product development facilities located in the United
States ("U.S."), Brazil, Canada, China, Czech Republic, France, Germany, Mexico,
Portugal, Romania, Slovakia, Spain and the United Kingdom ("UK"). We also have a
presence in India, Japan and Korea through sales offices, alliances or technical
licenses.

     We have prepared our condensed consolidated financial statements, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished in the condensed consolidated financial
statements includes normal recurring adjustments and reflects all adjustments
which are, in our opinion, necessary for a fair presentation of the results of
operations and statements of financial position for the interim periods
presented. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with general accepted accounting
principles ("GAAP") in the United States have been condensed or omitted pursuant
to such rules and regulations. We believe that the disclosures are adequate to
make the information presented not misleading when read in conjunction with the
financial statements and the notes thereto included in our Annual Report on Form
10-K, as filed with the Securities and Exchange Commission for the period ended
December 31, 2005.

     Revenues and operating results for the three months ended April 2, 2006 are
not necessarily indicative of the results to be expected for the full year.

2. SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation:

     The accompanying consolidated financial statements include our accounts and
those of our wholly and majority owned subsidiaries. Net earnings are reduced by
the portion of the net earnings of subsidiaries applicable to minority
interests. All majority owned subsidiaries are consolidated with all
intercompany accounts and activities being eliminated. The operating results of
DURA GANXIANG Automotive Systems (Shanghai) Co., Ltd., of which we own 55% of
its outstanding common stock and DURA Vehicle Component Co. Ltd., of which we
own 90% of its outstanding common stock, are consolidated in the accompanying
financial statements with the non owned portion shown as minority interest. Our
50% investment in DURATRONICS GmbH is carried on the equity method as we do not
exert controlling interest over its operations.

Cash Equivalents:

     Cash equivalents consist of money market instruments with original
maturities of three months or less and are stated at cost, which approximates
fair value.


                                       -6-

<PAGE>

Inventories:

     Inventories are valued substantially at the lower of first-in, first-out
cost or market.

     Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                  APRIL 2,   DECEMBER 31,
                    2006        2005
                  --------   ------------
<S>               <C>        <C>
Raw materials     $ 70,343     $ 61,687
Work-in-process     27,803       26,193
Finished goods      40,566       44,268
                  --------     --------
                  $138,712     $132,148
                  ========     ========
</TABLE>

Other Current Assets:

     Other current assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                   APRIL 2,   DECEMBER 31,
                                     2006         2005
                                   --------   ------------
<S>                                <C>        <C>
Excess of cost over billings on
   uncompleted tooling projects    $ 58,608     $ 50,761
Deferred tax assets                  17,764       17,978
Income and other tax receivables     20,459       17,937
Prepaid expenses and other           23,229       20,974
                                   --------     --------
                                   $120,060     $107,650
                                   ========     ========
</TABLE>

     Excess of cost over billings on uncompleted tooling projects represents
unbilled recoverable costs incurred by us in the production or procurement of
customer owned tooling to be used by us in the manufacturing of our products. We
receive a specific purchase order for this tooling and are reimbursed by the
customer within one operating cycle. Costs are deferred until they are
reimbursed by the customer. Forecasted losses on incomplete projects are
recognized currently.

Property, Plant and Equipment:

     Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided on the straight-line method over the
following estimated useful lives:

<TABLE>
<S>                       <C>
Buildings                 20 to 30 years
Machinery and equipment   3 to 20 years
Leasehold improvements    Shorter of useful life or lease term
</TABLE>

     Maintenance and repairs are charged to expense as incurred. Major
betterments and improvements which extend the useful life of the item are
capitalized and depreciated. The cost and accumulated depreciation of property,
plant and equipment retired or otherwise disposed of are removed from the
related accounts and any residual values are charged or credited to income.

Goodwill and Other Noncurrent Assets:

     Goodwill represents the excess of the purchase price over the fair value of
the net assets acquired that is subject to annual impairment testing in
accordance with the provisions of SFAS No. 142.

     Other noncurrent assets consisted of the following (in thousands):


                                      -7-

<PAGE>

<TABLE>
<CAPTION>
                                                       APRIL 2,   DECEMBER 31,
                                                         2006         2005
                                                       --------   ------------
<S>                                                    <C>        <C>
Deferred income taxes                                  $ 65,374     $ 66,542
Debt financing costs, net of amortization of $20,067
   at April 2, 2006 and $19,110 at December 31, 2005     20,108       19,115
Notes receivable                                          2,289        7,677
Other assets                                             19,156       18,868
Other intangible assets                                  17,457       17,647
                                                       --------     --------
                                                       $124,384     $129,849
                                                       ========     ========
</TABLE>

     The amortization of other intangible assets was not significant for the
three months ended April 2, 2006 or the year ended December 31, 2005.

     In accordance with SFAS No. 142 , we perform impairment tests annually
using both a discounted cash methodology and a market multiple approach for each
of our four reporting units (Control Systems, Body & Glass, Atwood Mobile
Products and Other Operating Companies). This impairment test is conducted
during the second quarter or whenever events or circumstances occur indicating
that goodwill or other intangible assets might be impaired. Based upon our
annual assessment during 2005, no impairment of goodwill or other intangible
assets has occurred. If we do not obtain the financial results planned for in
our February 2006 announced restructuring initiatives, impairment of goodwill
would likely occur.

     A summary of the carrying amount of goodwill is as follows (in thousands):

<TABLE>
<CAPTION>
                                  APRIL 2,   APRIL 3,
                                    2006       2005
                                  --------   --------
<S>                               <C>        <C>
Beginning balance                 $854,296   $903,584
Acquisitions                            --         --
Currency translation adjustment     10,124    (12,321)
Adjustments to goodwill                 --         --
                                  --------   --------
                                  $864,420   $891,263
                                  ========   ========
</TABLE>

Accrued Liabilities:

     Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                             APRIL 2,   DECEMBER 31,
                                               2006         2005
                                             --------   ------------
<S>                                          <C>        <C>
Compensation and benefits                    $ 93,390     $ 86,056
Income and other taxes                         39,043       43,126
Interest                                       36,400       16,882
Facility closure, acquisition integrations
   and discontinued operations                  5,480        5,638
Warranty and environmental                      2,085        2,371
Other                                          36,725       26,549
                                             --------     --------
                                             $213,123     $180,622
                                             ========     ========
</TABLE>

Other Noncurrent Liabilities:

     Other noncurrent liabilities consisted of the following (in thousands):


                                      -8-
<PAGE>

<TABLE>
<CAPTION>
                                             APRIL 2,   DECEMBER 31,
                                               2006         2005
                                             --------   ------------
<S>                                          <C>        <C>
Pension and post-retirement benefits         $ 58,743     $ 58,798
Facility closure, acquisition integrations
   and discontinued operations                 17,294       17,014
Deferred tax liabilities                        9,020        8,439
Warranty and environmental                     12,298       12,283
Other                                          50,145       44,497
                                             --------     --------
                                             $147,500     $141,031
                                             ========     ========
</TABLE>

Revenue Recognition and Sales Commitments:

     We recognize revenue when title passes to our customers, which occurs
primarily when products are shipped from our facilities to our customers. We
enter into agreements with our customers at the beginning of a given vehicle's
life to produce products. Once such agreements are entered into by us,
fulfillment of the customers' purchasing requirements is our obligation for the
entire production life of the vehicle, with terms of up to seven years, and we
generally have no provisions to terminate such contacts. In certain instances,
we may be committed under existing agreements to supply product to our customers
at selling prices which are not sufficient to cover the direct cost to produce
such product. In such situations, we record a liability for the estimated amount
of such future losses. Such losses are recognized at the time that the loss is
probable and reasonably estimable and are recorded at the minimum amount
necessary to fulfill our obligations to our customers. The estimated amounts of
such losses as of April 2, 2006 were not significant.

Restructuring Charges:

     We recognize restructuring charges in accordance with SFAS No. 88
"Employers' Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits", SFAS No. 112 "Employer's Accounting
for Post-employment Benefits", SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets", SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities" and EITF 95-3 "Recognition of Liabilities in
Connection with a Purchase Business Combination." Such charges relate to exit
activities and primarily include employee termination charges, lease expenses
net of any actual or estimated sublease income, employee relocation, asset
impairment charges, moving costs for related equipment and inventory, and other
exit related costs associated with a plan approved by senior level management.
The recognition of restructuring charges requires us to make certain assumptions
and estimates as to the amount and when to recognize exit activity related
charges. Quarterly, we re-evaluate the amounts recorded and will adjust for
changes in estimates as facts and circumstances change.

Income Taxes:

     We account for income taxes in accordance with the provisions of SFAS No.
109 "Accounting for Income Taxes", which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on differing
treatment of items for financial reporting and income tax reporting purposes.
The deferred tax balances are adjusted to reflect tax rates by tax jurisdiction,
based on currently enacted tax laws, which will be in effect in the years in
which the temporary differences are expected to reverse. We have provided
deferred income benefits on net operating loss carryforwards to the extent we
believe we will utilize them in future tax filings.

Comprehensive Income:

     Comprehensive income reflects the change in equity of a business enterprise
during a period from transactions and other events and circumstances from non
owner sources. Our comprehensive income represents net income (loss) adjusted
for foreign currency translation adjustments, minimum pension


                                       -9-

<PAGE>

liability and the deferred gain (loss) on derivative instruments utilized to
hedge our interest and foreign exchange exposures. Comprehensive income (loss)
for the periods is as follows (in thousands):

<TABLE>
<CAPTION>
                               THREE MONTHS ENDED
                               ------------------
                               APRIL 2,  APRIL 3,
                                 2006      2005
                               -------   --------
<S>                            <C>       <C>
Net income (loss)              $(7,020)  $ (4,832)
Other comprehensive income:
   Foreign currency
      translation adjustment    17,178    (20,810)
   Minimum pension liability       (85)       165
   Derivative instruments           --       (334)
                               -------   --------
Comprehensive income (loss)    $10,073   $(25,811)
                               =======   ========
</TABLE>

Fair Value of Financial Instruments:

     We also use forward exchange contracts to hedge our foreign currency
exposure related to certain intercompany transactions. We normally designate
these contracts at their inception as cash flow hedges. At April 2, 2006, we had
no outstanding forward exchange contracts.

     We have outstanding interest rate swaps in the notional amount of $400.0
million that effectively convert the interest on our fixed rate 8.625% senior
unsecured notes due May 2012 ("Senior Unsecured Notes") to a variable rate of
8.31% at April 2, 2006. These interest rate swap contracts are with various high
credit quality major financial institutions and expire in April 2012. At their
inception, we designated these contracts as fair value hedges. At April 2, 2006
based upon market quotes, our swap contracts outstanding had a negative fair
value of $17.4 million, which is reflected in the consolidated balance sheet as
long-term debt with a corresponding adjustment to the carrying value of the
associated debt. We do not enter into or hold derivatives for trading or
speculative purposes.

Common Stock:

     The holder of each share of Class A common stock outstanding is entitled to
one vote per share.

Stock Based Awards:

     All grants of stock based awards subsequent to January 1, 2006, will be
accounted for in accordance with SFAS No. 123(R) "Share-based Payment." On
October 27, 2005, the Compensation Committee of the Board of Directors approved
the acceleration of vesting of all outstanding out-of-the-money unvested stock
options; accordingly, all outstanding unvested stock options at that date (2.7
million) issued by us became fully vested.

Use of Estimates:

     The preparation of consolidated financial statements in conformity with
generally accepted accounting principles in the U.S. requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. The ultimate results could differ from these estimates.

Foreign Currency Translation:

     Assets and liabilities of our foreign operations that do not use the U.S.
dollar as their functional currency are translated using the period end rates of
exchange. Results of operations are translated using


                                      -10-

<PAGE>

the average rates prevailing throughout the period. Translation gains or losses
are included in accumulated other comprehensive income, a separate component of
stockholders' investment.

WARRANTY AND ENVIRONMENTAL:

     We face an inherent business risk of exposure to product liability and
warranty claims in the event that our products fail to perform as expected and
such failure of our products results, or is alleged to result, in bodily injury
and/or property damage. OEMs are increasingly requiring their outside suppliers
to guarantee or warrant their products and bear the costs of repair and
replacement of such products under new vehicle warranties. Depending on the
terms under which we supply products to an OEM, an OEM may hold us responsible
for some or all of the repair or replacement costs of defective products under
new vehicle warranties when the product supplied did not perform as represented.
In addition, we are subject to the requirements of federal, state, local and
foreign environmental and occupational health and safety laws and regulations.
Some of our operations generate hazardous substances. Like all manufacturers, if
a release of hazardous substances occurs or has occurred at or from any of our
current or former properties or at a landfill or another location where we have
disposed of wastes, we may be held liable for the contamination, which could be
material. Our policy is to record reserves for customer warranty and
environmental costs on a case by case basis at the time we believe such amount
is probable and reasonably estimable and to review these determinations on a
quarterly basis, or more frequently, as additional information is obtained. We
have established reserves for issues that are probable and reasonably estimable
in amounts management believes are adequate to cover reasonable adverse
judgments. We determine our warranty and environmental reserves based on
identified claims and the estimated ultimate projected claim cost. The final
amounts determined for these matters could differ significantly from recorded
estimates. We do not carry insurance for warranty or recall matters, as the cost
and availability for such insurance, in the opinion of management, is cost
prohibitive or not available. The following presents a summary of our warranty
and environmental position (in thousands):

WARRANTY:

<TABLE>
<CAPTION>
                                  APRIL 2,   APRIL 3,
                                   2006        2005
                                  --------   --------
<S>                               <C>        <C>
Beginning balance                  $8,020     $8,937
Reductions for payments made         (117)       (78)
Additional reserves recorded                      76
Changes in preexisting reserves      (167)      (412)
                                   ------     ------
   Ending balance                  $7,736     $8,523
                                   ======     ======
</TABLE>

ENVIRONMENTAL:

<TABLE>
<CAPTION>
                                  APRIL 2,   APRIL 3,
                                    2006       2005
                                  --------   --------
<S>                               <C>        <C>
Beginning balance                  $6,634     $8,967
Reductions for payments made          (13)       (82)
Additional reserves recorded                      24
Changes in preexisting reserves        26        (28)
                                   ------     ------
   Ending balance                  $6,647     $8,881
                                   ======     ======
</TABLE>

3. STOCKHOLDERS' INVESTMENT:

Earnings (loss) per Share:

     Basic earnings (loss) per share were computed by dividing net income (loss)
by the weighted average number of Class A common shares outstanding during the
quarter. Diluted earnings (loss) per share for the three months ended April 2,
2006 and April 3, 2005 excludes the effects of outstanding stock options


                                      -11-
<PAGE>

using the treasury stock method and the dilutive effects of the convertible
trust preferred securities using the if-converted method, as they were
antidilutive.

     The computations of earnings (loss) per share for the presented periods are
as follows: (in thousands, except share amounts):

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                      -------------------
                                                      APRIL 2,   APRIL 3,
                                                        2006       2005
                                                      --------   --------
<S>                                                   <C>        <C>
Net income (loss) applicable to common stockholders   $(7,020)   $(4,832)
                                                      =======    =======
Basic earnings (loss) per share:
   Loss from continuing operations                    $ (0.43)   $ (0.25)
   Discontinued operations                                 --      (0.01)
   Cumulative effect of change in accounting
      principle                                          0.05         --
                                                      -------    -------
      Net income (loss)                               $ (0.38)   $ (0.26)
                                                      =======    =======
Basic shares outstanding                               18,808     18,662
                                                      =======    =======
Diluted earnings (loss) per share:
   Loss from continuing operations                    $ (0.43)   $ (0.25)
   Discontinued operations                                 --      (0.01)
   Cumulative effect of change in accounting
      principle                                          0.05         --
                                                      -------    -------
      Net income (loss)                               $ (0.38)   $ (0.26)
                                                      =======    =======
Diluted shares outstanding                             18,808     18,662
                                                      =======    =======
</TABLE>

     Potential common shares of 5,743,518 and 3,000,243 related to our
outstanding stock options were excluded from the computation of diluted earnings
per share for the three months ended April 2, 2006 and April 3, 2005,
respectively. Potential common shares of 1,288,630 related to our Preferred
Securities were excluded from the computation of diluted earnings per share for
the three months ended April 2, 2006 and April 3, 2005, as inclusion of these
shares would have been antidilutive.

Stock-Based Compensation Plans:

     On January 1, 2006, we adopted the fair value recognition provisions of
SFAS No. 123(R) "Share-Based Payment", requiring us to recognize expense related
to the fair value of our stock based compensation awards. We elected the
modified prospective transition method as permitted by SFAS No. 123(R). Under
this transition method, any stock based compensation expense includes: (a)
compensation expense for all stock based compensation awards granted prior to,
but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS No. 123 "Accounting
for Stock Based Compensation"; and (b) compensation expense for all stock based
compensation awards granted subsequent to January 1, 2006, based on the grant
date fair value estimated in accordance with the provisions of SFAS No. 123(R).
On October 27, 2005, the Compensation Committee of the Board of Directors
approved the acceleration of all out-of-the-money unvested stock options
outstanding on that date; accordingly, there was no SFAS 123(R) expense for the
three months ended April 2, 2006.

     The effect of the stock issued under the Employee Stock Purchase Plan was
not material for the three months ended April 2, 2006 and April 3, 2005,
respectively. There were no options granted during the quarters ended April 2,
2006 and April 3, 2005.

     The following table illustrates our pro forma net income (loss) and pro
forma earnings (loss) per share as if we had applied the fair value recognition
provisions of SFAS No. 123(R) to stock-based compensation during the three
months ended April 3, 2005 (in thousands, except per share amounts):


                                      -12-

<PAGE>

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                        APRIL 3, 2005
                                                     ------------------
<S>                                                  <C>
Net income (loss), as reported                            $(4,832)
   Add:  Stock based compensation expense included
      in reported net income (loss), net of tax           $    --
   Deduct:  Stock based compensation expense
      determined under fair value method for all
      awards, net of tax                                  $  (746)
                                                          -------
Net income (loss), pro forma                              $(5,578)
                                                          =======
Basic earnings (loss) per share
   As Reported                                            $ (0.26)
   Pro Forma                                              $ (0.30)
Diluted earnings (loss) per share
   As Reported                                            $ (0.26)
   Pro Forma                                              $ (0.30)
</TABLE>

     The following table summarizes the stock option transactions for the three
months ended April 2, 2006:

<TABLE>
<CAPTION>
                                                                WEIGHTED-AVERAGE
                                   SHARES    WEIGHTED-AVERAGE       REMAINING      AGGREGATE
                                   UNDER      EXERCISE PRICE    CONTRACTUAL TERM   INTRINSIC
                                   OPTION        PER SHARE         (IN YEARS)        VALUE
                                 ---------   ----------------   ----------------   ---------
<S>                              <C>         <C>                <C>                <C>
Outstanding, December 31, 2005   5,751,268        $10.15               6.8            $--
   Granted                              --            --                --
   Exercised                            --            --                --
   Forfeited                        (7,750)       $17.13                --
                                 ---------        ------               ---            ---
Outstanding, April 2, 2006       5,743,518        $10.14               6.6            $--
                                 =========        ======               ===            ===
Exercisable on April 2, 2006     5,743,518        $10.14               6.6            $--
                                 =========        ======               ===            ===
</TABLE>

4. DISCONTINUED OPERATIONS:

     At April 2, 2006, we had remaining accruals related to the divestiture of
our Mechanical Assemblies Europe business from the fourth quarter of 2002 of
$17.0 million, primarily relating to the future net lease costs on facilities
retained by us, which are through 2021. Included in the $17.0 million is $3.0
million of acquisition integration reserves related to facility closures.

     The activity relating to accruals for discontinued operations for the three
months ended April 2, 2006 and April 3, 2005 are as follows (in thousands):


                                      -13-

<PAGE>

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED
                                   -------------------
                                   APRIL 2,   APRIL 3,
                                     2006       2005
                                   --------   --------
<S>                                <C>        <C>
Beginning balance                  $16,771    $18,741
Reductions for payments made          (295)      (355)
Changes in pre-existing reserves        --         --
Accretion                              293         29
Foreign exchange impact                235         15
                                   -------    -------
   Ending balance                  $17,004    $18,430
                                   =======    =======
</TABLE>

5. FACILITY CONSOLIDATION, ASSET IMPAIRMENT AND OTHER CHARGES:

Facility Consolidation:

     Facility consolidation and asset impairment charges increased in the first
three months of 2006 from the same period last year due to increased asset
impairment charges. In the three months ended April 2, 2006, we recorded
facility consolidation, asset impairment and other charges of $2.6 million,
consisting of severance costs of $0.5 million, asset impairments of $1.6 million
and facility closure and other exit activity costs of $0.5 million.

     In February 2006, we announced an operational restructuring plan designed
to enhance performance optimization, worldwide efficiency and financial results.
The restructuring plan is expected to impact over 50% of our worldwide
operations either through product movement or facility closures. We expect to
complete this action by year end 2007. Cash expenditures for the restructuring
plan are expected to be approximately $100 million, which includes capital
expenditures between $25 and $35 million. Restructuring cash expenses will
relate primarily to employee severance, facility closure and product move costs.
The restructuring plan will be financed with cash on hand and availability under
our existing revolving credit facility. We believe that our current available
liquidity will provide us with the funds necessary to execute this restructuring
plan along with our ongoing operating cash requirements. Should our current
liquidity not be adequate to fund the restructuring plan and/or our ongoing cash
requirements for operations, we may be required to modify our plan.

     Major ongoing and completed restructuring actions for the three months
ended April 2, 2006 are as follows:

          -    We incurred production movement costs of $0.2 million in the
               first quarter of 2006 associated with our February 2006
               operational restructuring plan.

          -    During the fourth quarter of 2005, we began the streamlining of a
               North American plant that will be completed in 2007. Certain
               employee severance related charges, approximating $1.3 million,
               were recorded in 2005. No new employee severance related charges
               were recorded during the period;

          -    During the third quarter of 2005, in order to improve capacity
               utilization, we announced a plan to streamline an Einbeck,
               Germany, manufacturing operation. This action is substantially
               completed and resulted in no severance cost during the period;

          -    During the second quarter of 2005, in order to improve capacity
               utilization, we announced a plan to streamline a Plettenberg,
               Germany, manufacturing operation during 2005 and 2006. In the
               third quarter of 2005, we received approval for this action from
               the appropriate Workers' Council and Union. Full identification
               of the actual employees has not been completed, and accordingly
               we are not able to fully estimate the severance to be incurred,
               as it will be based on numerous factors depending on each
               individual's circumstances. This action is expected to be
               completed by December 2006 and could result in a total severance


                                      -14-
<PAGE>

               costs of up to $4.7 million, of which $3.6 million has already
               been incurred, including $0.4 million for the three months ended
               April 2, 2006;

          -    During the first quarter of 2005, we announced a plan to migrate
               to one enterprise resource planning system and centralize many of
               our functional operations to better align with current business
               levels. These actions are ongoing as we continue to move our U.S.
               operations. We are anticipating total severance costs could be as
               high as $2.0 million domestically, of which $1.3 million was
               incurred in 2005. No additional costs have been incurred for the
               three months ended April 2, 2006. We have not formalized the
               total impact to our international operations, since meaningful
               migration and centralization will not begin until mid 2006 and
               are estimated to be completed sometime in 2007. We do expect that
               upwards of 200 individuals could be impacted. We have not yet
               specifically identified which individuals or group of individuals
               will be impacted, or in which international locations they
               reside. Therefore, we are not able to estimate the termination
               liability impact at this time. We do expect, however, that the
               international termination costs for this action will exceed the
               related estimate for our U.S. operations.

Asset Impairments. For the three months ended April 2, 2006 and April 3, 2005,
we recorded $1.6 million and $0.1 million, respectively, of asset impairment
charges related to prior facility consolidation actions. These charges are
reflected as facility consolidation, asset impairments and other charges in the
consolidated statements of operations and were accounted for in accordance with
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets".

     A rollforward of the accruals for facility consolidation, asset impairments
and other charges by quarter for the three months ended April 2, 2006 is as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                        FACILITY
                                              EMPLOYEE       ASSET      CLOSURE
                                            TERMINATION   IMPAIRMENT   AND OTHER
                                              BENEFITS      CHARGES      COSTS      TOTAL
                                            -----------   ----------   ---------   -------
<S>                                         <C>           <C>          <C>         <C>
Balance December 31, 2005                     $3,952       $    --       $ 521     $ 4,473
Adjustments/Charges                              523         1,630         419       2,572
Cash utilizations                               (808)           --        (335)     (1,143)
Noncash foreign exchange impact and other         33        (1,630)         34      (1,563)
                                              ------       -------       -----     -------
Balance April 2, 2006                         $3,700       $    --       $ 639     $ 4,339
                                              ======       =======       =====     =======
</TABLE>

6.   ACQUISITION INTEGRATIONS:

     We have developed and implemented the majority of the facility
consolidation plans designed to integrate the operations of our past
acquisitions. As of April 2, 2006, we have $1.4 million of purchase liabilities
recorded in conjunction with the acquisitions, principally related to costs
associated with the shutdown and consolidation of certain acquired facilities.
Costs incurred and charged to these reserves amounted to $0.1 million during the
three months ended April 2, 2006.


                                      -15-

<PAGE>

7.   LONG-TERM DEBT:

     Long-term debt consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                     APRIL 2,    DECEMBER 31,
                                                       2006          2005
                                                    ----------   ------------
<S>                                                 <C>          <C>
Credit Agreement:
   Revolving credit facility                        $       --    $   17,500
   Second lien term loan                               225,000       150,000
Senior unsecured notes                                 400,000       400,000
Senior subordinated notes                              527,328       523,906
Convertible trust preferred securities subject to
   mandatory redemption                                 55,250        55,250
Senior notes - derivative instrument adjustment        (17,395)      (10,781)
Other                                                    7,800         7,550
                                                    ----------    ----------
                                                     1,197,983     1,143,425
Less - Current maturities                               (3,877)       (3,473)
                                                    ----------    ----------
                                                    $1,194,106    $1,139,952
                                                    ==========    ==========
</TABLE>

     In March 2006, we completed a $75 million upsize to our senior secured
second lien term loan ("Second Lien Term Loan") due in May 2011. In connection
with the transaction, we successfully amended both our existing $150 million
senior secured second lien term loan and our $175 million asset-based revolving
credit facility ("Credit Agreement"). Debt issuance costs of $2.0 million were
incurred on this transaction, resulting in net cash proceeds of $73.0 million,
of which $46.3 million was used to reduce our outstanding revolving credit
facility borrowings.

     We are exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. We do not enter into derivatives or other
financial instruments for trading or speculative purposes. We enter into
financial instruments to manage and reduce the impact of changes in foreign
currency exchange rates and interest rates. The counter parties to these
financial instruments are major financial institutions.

     In May 2005, we entered into new senior secured credit facilities with an
aggregate borrowing capacity of $325 million, consisting of a five-year $175
million Credit Agreement and a six-year $150 million Second Lien Term Loan
(which was upsized to $225 million in March 2006) both agreements collectively
("Credit Facilities"). Interest under these facilities is based on LIBOR. The
Second Lien Term Loan is due and payable in its entirety in May 2011. The Credit
Agreement is an asset-backed revolving credit facility, which is supported by a
borrowing base that is calculated monthly. Availability under the Credit
Agreement is determined by advances against eligible accounts receivables,
eligible inventory balances and certain fixed assets. On April 2, 2006, our
availability under the Credit Agreement was $174.5 million, less outstanding
letters of credit of $18.5 million. The Credit Agreement is secured by certain
U.S. and Canadian assets and a 65% pledge of the stock of our foreign
subsidiaries. The Second Lien Term Loan is secured by all of the U.S. assets and
a 65% pledge of the stock of certain of foreign subsidiaries. At April 2, 2006,
no amounts were outstanding under the Credit Agreement. The Credit Agreement
contains various restrictive covenants, which amongst other things; limit
indebtedness, investments, capital expenditures and certain dividends. The
Credit Agreement also requires us to maintain a minimum fixed charge coverage
ratio if excess availability, as defined, is less than $35 million. Our excess
availability was $156.0 million, as of April 2, 2006, thus, we were not required
to maintain this minimum fixed charge coverage ratio. We were in compliance with
all other covenants as of April 2, 2006.

     The Credit Agreement provides us with the ability to denominate a portion
of our revolving credit borrowings in Canadian dollars up to an amount equal to
$17.9 million.


                                      -16-

<PAGE>

     We have outstanding interest rate swaps in the notional amount of $400.0
million that effectively converts the interest on our Senior Unsecured Notes to
a variable rate of 8.31% at April 2, 2006. These interest rate swap contracts
are with various high credit quality major financial institutions and expire in
April 2012. At their inception, we designated these contracts as fair value
hedges. At April 2, 2006, based upon market quotes, our swap contracts
outstanding had a negative fair value of $17.4 million.

     We use standby letters of credit to guarantee our performance under various
contracts and arrangements. These letter of credit contracts expire annually and
are usually extended on a year-to-year basis. As of April 2, 2006, we had
outstanding letters of credit of $18.5 million. We do not believe that they will
be required to be drawn.

     From time to time, we may also use forward exchange contracts to hedge our
foreign currency exposure related to certain intercompany transactions. There
were no contracts outstanding at April 2, 2006.

8.   NEW AND PROPOSED ACCOUNTING PRONOUNCEMENTS:

     The Emerging Issues Task Force ("EITF") released EITF Issue No. 05-05,
"Accounting for Early Retirement or Post employment Programs with Specific
Features (such as Terms Specified in Altersteilzeit Early Retirement
Arrangements)". Altersteilzeit (ATZ) in Germany is an early retirement program
designed to create an incentive for employees, within a certain age group, to
leave their employers before the legal retirement age. Although established by
law, the actual arrangement between employers and employees is negotiated.
Effective, January 1, 2006, we adopted EITF Issue 05-05, which resulted in a
favorable impact of $1.0 million, net of income taxes of $0.7 million, to net
income for the three months ended April 2, 2006. This amount is reflected in the
consolidated statement of operations as a cumulative effect of a change in
accounting principle.

     The FASB revised SFAS No. 123 in December 2004 and issued SFAS No. 123(R).
This statement supersedes APB No. 25, which resulted in no stock-based employee
compensation cost related to stock options if the options granted had an
exercise price equal to the market value of the underlying common stock on the
date of grant. SFAS No. 123(R) requires recognition of employee services
provided in exchange for a share-based payment based on the grant date fair
market value. We adopted SFAS No. 123(R) as of January 1, 2006. This statement
applies to all new awards issued as well as awards modified, repurchased, or
cancelled. Additionally, for stock-based awards issued prior to the effective
date, compensation cost attributable to future services will be recognized as
the remaining service is rendered. We adopted SFAS No. 123(R) following the
modified prospective basis.

9.   DEFINED BENEFIT PLANS AND POST-RETIREMENT BENEFITS:

     We sponsor 13 defined benefit plans that cover certain hourly and salaried
employees in the United States and certain European countries. Our policy is to
make annual contributions to the plans to fund the normal cost as required by
local regulations. In addition, we have 9 postretirement medical benefit plans
for certain employee groups and have recorded a liability for its estimated
obligation under these plans.

     The components of net periodic benefit costs are as follows (in thousands):


                                      -17-

<PAGE>

<TABLE>
<CAPTION>
                                                                        POSTRETIREMENT BENEFITS
                                            PENSION BENEFITS              OTHER THAN PENSIONS
                                           THREE MONTHS ENDED              THREE MONTHS ENDED
                                     -----------------------------   -----------------------------
                                     APRIL 2, 2006   APRIL 3, 2005   APRIL 2, 2006   APRIL 3, 2005
                                     -------------   -------------   -------------   -------------
<S>                                  <C>             <C>             <C>             <C>
Service cost                            $   562         $   587          $205             $185
Interest cost                             2,038           2,091           271              451
Expected return on plan assets           (1,633)         (1,651)           --               --
Amendments/curtailments                      --              --            --               --
Amortization of prior service cost          738             295           (27)              --
Recognized actuarial loss                   219             370            57               90
                                        -------         -------          ----             ----
Net periodic benefit cost               $ 1,924         $ 1,692          $506             $726
                                        =======         =======          ====             ====
</TABLE>

     We previously disclosed in our financial statements for the year ended
December 31, 2005, that we expected to contribute $8.5 million to our pension
plans and $1.3 million to our post-retirement medical benefit plans in 2006. As
of April 2, 2006, $3.1 million and $0.3 million in contributions have been made
to the pension and postretirement benefit plans, respectively. We anticipate
contributing an additional $5.4 million to our pension plans and $1.0 million to
our post-retirement medical benefit plans in 2006 for total estimated
contributions of $9.8 million.

10.  INCOME TAXES:

     The effective income tax rates for the three months ended April 2, 2006 and
April 3, 2005 differ from the U.S. federal statutory rate primarily as a result
of lower foreign tax rates, the effects of state taxes, the provision of a
valuation allowance on certain losses in foreign jurisdictions and the
adjustment to tax contingency reserves based upon specific events occurring
during the periods.

11.  CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:

     The following consolidating financial information presents balance sheets,
statements of operations and cash flow information related to our business. Each
Guarantor, as defined, is a direct or indirect wholly owned subsidiary and has
fully and unconditionally guaranteed the Senior Subordinated Notes issued by
DURA Operating Corp. ("DOC"), on a joint and several basis. Separate financial
statements and other disclosures concerning the Guarantors have not been
presented because management believes that such information is not material to
investors.

     The Non-Guarantor Companies financial information represents our non U.S.
operations.


                                      -18-
<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
            CONDENSED CONSOLIDATING BALANCE SHEET AS OF APRIL 2, 2006
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                         DURA                     NON-
                                                       OPERATING   GUARANTOR    GUARANTOR
                                                         CORP.     COMPANIES    COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                      ----------   ---------   ----------   ------------   ------------
<S>                                                   <C>          <C>         <C>          <C>            <C>
                       ASSETS

Current assets:
   Cash and cash equivalents                          $   16,039    $     49   $  111,834   $        --     $  127,922
   Accounts receivable, net of reserve for doubtful
      accounts and sales allowance of $4,981              45,541      95,252      192,060            --        332,853
   Inventories                                             9,935      57,835       70,942            --        138,712
   Other current assets                                   35,314      15,715       69,031            --        120,060
   Due from affiliates                                   188,818      24,218        6,674      (219,710)            --
                                                      ----------    --------   ----------   -----------     ----------
      Total current assets                               295,647     193,069      450,541      (219,710)       719,547
                                                      ----------    --------   ----------   -----------     ----------
Property, plant and equipment, net                        55,166     106,717      298,307            --        460,190
Investment in subsidiaries                               838,758      28,844      191,624    (1,059,226)            --
Notes receivable from affiliates                         403,456     379,630       29,999      (813,085)            --
Goodwill, net                                            380,907     128,773      354,740            --        864,420
Other assets, net of accumulated amortization
   of $20,346                                             94,289      12,230       17,865            --        124,384
                                                      ----------    --------   ----------   -----------     ----------
      Total Assets                                    $2,068,223    $849,263   $1,343,076   $(2,092,021)    $2,168,541
                                                      ==========    ========   ==========   ===========     ==========

           LIABILITIES AND STOCKHOLDERS'
                     INVESTMENT

Current liabilities:
   Accounts payable                                   $   40,481    $ 69,798   $  144,832   $        --     $  255,111
   Accrued liabilities                                    81,366      14,342      117,415            --        213,123
   Current maturities of long-term debt                    1,377          --        2,500            --          3,877
   Due to affiliates                                      26,742     185,805        7,163      (219,710)            --
                                                      ----------    --------   ----------   -----------     ----------
      Total current liabilities                          149,966     269,945      271,910      (219,710)       472,111
                                                      ----------    --------   ----------   -----------     ----------
Long-term debt, net of current maturities                225,000          --        3,923            --        228,923
Senior unsecured notes                                   400,000          --           --            --        400,000
Senior subordinated notes                                527,328          --           --            --        527,328
Convertible trust preferred securities subject to
   mandatory redemption                                   55,250          --           --            --         55,250
Senior notes - derivative instrument adjustment          (17,395)         --           --            --        (17,395)
Other noncurrent liabilities                              87,829         637       59,034            --        147,500
Minority interest                                             --          --        4,946            --          4,946
Notes payable to affiliates                              384,629     181,979      246,477      (813,085)            --
                                                      ----------    --------   ----------   -----------     ----------
      Total liabilities                                1,812,607     452,561      586,290    (1,032,795)     1,818,663
                                                      ----------    --------   ----------   -----------     ----------
Stockholders' investment                                 271,666     396,702      642,642    (1,059,226)       251,784
Cumulative Translation adjustment                        (16,050)         --      114,144            --         98,094
                                                      ----------    --------   ----------   -----------     ----------
      Total Liabilities and
         Stockholders' Investment                     $2,068,223    $849,263   $1,343,076   $(2,092,021)    $2,168,541
                                                      ==========    ========   ==========   ===========     ==========
</TABLE>


                                      -19-

<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED APRIL 2, 2006
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                          DURA                     NON-
                                                        OPERATING   GUARANTOR   GUARANTOR
                                                          CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                       ----------   ---------   ---------   ------------   ------------
<S>                                                    <C>          <C>         <C>         <C>            <C>
Revenues                                                $ 66,510     $207,957    $314,695     $ (4,784)      $ 584,378
Cost of sales                                             69,904      187,118     278,178       (4,784)        530,416
                                                        --------     --------    --------     --------       ---------
   Gross profit (loss)                                    (3,394)      20,839      36,517           --          53,962
Selling, general and administrative expenses              14,244        7,390      15,295           --          36,929
Facility consolidation, asset impairment
   and other charges                                          10        2,060         502                        2,572
Amortization expense                                          55           46           4           --             105
                                                        --------     --------    --------     --------       ---------
   Operating income (loss)                               (17,703)      11,343      20,716           --          14,356

Interest expense, net of interest income of $757          23,561          388       2,225           --          26,174
                                                        --------     --------    --------     --------       ---------
   Income (loss) from continuing operations
      before provision for income taxes and
      minority interest                                  (41,264)      10,955      18,491           --         (11,818)

Provision (benefit) for income taxes                     (14,973)       4,310       6,830           --          (3,833)
Equity in (earnings) losses of affiliates, net           (17,976)          --        (792)      18,823              55
Minority interest - dividends on trust
   preferred securities, net                                  --           --          --
Dividends from affiliates                                 (1,295)          --          --        1,295              --
                                                        --------     --------    --------     --------       ---------
   Income (loss) from continuing operations               (7,020)       6,645      12,453      (20,118)         (8,040)

Cumulative effect of change in accounting principle,
   net of tax of $712                                         --           --       1,020           --           1,020
                                                        --------     --------    --------     --------       ---------
   Net income (loss)                                    $ (7,020)    $  6,645    $ 13,473     $(20,118)      $  (7,020)
                                                        ========     ========    ========     ========       =========
</TABLE>


                                      -20-
<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED APRIL 2, 2006
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                    DURA                    NON-
                                                 OPERATING   GUARANTOR   GUARANTOR
                                                   CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                 ---------   ---------   ---------   ------------   ------------
<S>                                              <C>         <C>         <C>         <C>            <C>
OPERATING ACTIVITIES:
Income (loss) from continuing operations         $ (7,020)   $  6,645    $ 12,453      $(20,118)      $ (8,040)
Adjustments to reconcile income (loss)
   from continuing operations to net cash
   provided by (used in) operating activities:
   Depreciation, amortization and asset
      impairment                                    2,567       6,437      13,029            --         22,033
   Amortization of deferred financing fees            957          --          --            --            957
   Deferred income taxes                               --          --       1,481            --          1,481
   Equity in earnings of affiliates and
      minority interest                                --          --          54            --             54
   Changes in other operating items                 2,275     (14,105)    (14,679)           --        (26,509)
                                                 --------    --------    --------      --------       --------
   Net cash provided by (used in) operating
      activities                                   (1,221)     (1,023)     12,338       (20,118)       (10,024)
                                                 --------    --------    --------      --------       --------
INVESTING ACTIVITIES:
Other Investing Items                             (37,309)      9,860       8,727        18,823            101
Capital expenditures, net                          (4,158)     (7,451)    (11,508)           --        (23,117)
                                                 --------    --------    --------      --------       --------
   Net cash provided by (used in) investing
      activities                                  (41,467)      2,409      (2,781)       18,823        (23,016)
                                                 --------    --------    --------      --------       --------
FINANCING ACTIVITIES:
Long-term borrowings                               75,000          --       1,242            --         76,242
Repayments of long-term borrowings                   (811)         --        (324)           --         (1,135)
Net repayments under revolving credit
   facilities                                     (17,500)         --          --            --        (17,500)
Proceeds from issuance of common stock
   and exercise of stock options                       76          --          --            --             76
Minority interest distributions                        --      (1,295)         --         1,295             --
Debt issuance costs                                (1,950)         --          --            --         (1,950)
                                                 --------    --------    --------      --------       --------
   Net cash provided by (used in) financing
      activities                                   54,815      (1,295)        918         1,295         55,733
EFFECT OF EXCHANGE RATE
   CHANGES ON CASH                                     --          --       3,340            --          3,340
                                                 --------    --------    --------      --------       --------
NET CHANGE IN CASH AND CASH
   EQUIVALENTS FROM CONTINUING
   OPERATIONS                                      12,127          91      13,815            --         26,033
NET OPERATING CASH FLOW USED IN
   DISCONTINUED OPERATIONS                             --          --          --            --             --
CASH AND CASH EQUIVALENTS:
Beginning of period                                 3,911         (40)     98,018            --        101,889
                                                 --------    --------    --------      --------       --------
End of period                                    $ 16,038    $     51    $111,833      $     --       $127,922
                                                 ========    ========    ========      ========       ========
</TABLE>


                                      -21-

<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
          CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2005
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                     DURA                     NON-
                                                   OPERATING   GUARANTOR    GUARANTOR
                                                     CORP.     COMPANIES    COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                  ----------   ---------   ----------   ------------   ------------
                                                                        (AMOUNTS IN THOUSANDS)
<S>                                               <C>          <C>         <C>          <C>            <C>
                    ASSETS
Current assets:
   Cash and cash equivalents                      $    3,911   $    (40)   $   98,018   $        --     $  101,889
   Accounts receivable, net of allowances
      of $5,061                                       39,630     88,508       162,981            --        291,119
   Inventories                                        10,018     55,142        66,988            --        132,148
   Other current assets                               30,247      9,635        67,768            --        107,650
   Due from affiliates                               180,078     23,841         7,481      (211,400)            --
                                                  ----------   --------    ----------   -----------     ----------
      Total current assets                           263,884    177,086       403,236      (211,400)       632,806
                                                  ----------   --------    ----------   -----------     ----------
Property, plant and equipment, net                    54,280    108,126       295,852                      458,258
Investment in subsidiaries                           772,942     28,799       190,777      (992,518)            --
Notes receivable from affiliates                     423,553    358,908        37,724      (820,185)            --
Goodwill                                             380,906    128,773       344,617            --        854,296
Other assets, net of accumulated amortization
   of $19,377                                         97,613     12,300        19,936            --        129,849
                                                  ----------   --------    ----------   -----------     ----------
                                                  $1,993,178   $813,992    $1,292,142   $(2,024,103)    $2,075,209
                                                  ==========   ========    ==========   ===========     ==========

   LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
   Accounts payable                               $   40,516   $ 73,044    $  152,000  $         --     $  265,560
   Accrued liabilities                                70,481     12,138        98,003            --        180,622
   Current maturities of long-term debt                2,189                    1,284            --          3,473
   Due to affiliates                                  26,951    179,300         5,149      (211,400)            --
                                                  ----------   --------    ----------   -----------     ----------
      Total current liabilities                      140,137    264,482       256,436      (211,400)       449,655
                                                  ----------   --------    ----------   -----------     ----------
Long-term debt, net of current
   maturities                                        167,500         --         4,077            --        171,577
Senior unsecured notes                               400,000         --            --            --        400,000
Senior subordinated notes                            523,906         --            --            --        523,906
Convertible trust preferred securities subject
   to mandatory redemption                            55,250         --            --            --         55,250
Senior notes - derivative instrument adjustment      (10,781)        --            --            --        (10,781)
Other noncurrent liabilities                          83,114        672        57,245            --        141,031
Minority interest                                         --         --         4,864            --          4,864
Notes payable to affiliates                          371,632    160,065       288,488      (820,185)            --
                                                  ----------   --------    ----------   -----------     ----------
      Total liabilities                            1,730,758    425,219       611,110    (1,031,585)     1,735,502
                                                  ----------   --------    ----------   -----------     ----------
Stockholders' investment, net                        262,420    388,773       681,032      (992,518)       339,707
                                                  ----------   --------    ----------   -----------     ----------
                                                  $1,993,178   $813,992    $1,292,142   $(2,024,103)    $2,075,209
                                                  ==========   ========    ==========   ===========     ==========
</TABLE>


                                      -22-
<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
      CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS
                               ENDED APRIL 3, 2005
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                      DURA                    NON-
                                                   OPERATING   GUARANTOR   GUARANTOR
                                                     CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                   ---------   ---------   ---------   ------------   ------------
<S>                                                <C>         <C>         <C>         <C>            <C>
Revenues                                           $ 75,222     $224,390   $327,300      $ (6,933)     $ 619,979
Cost of sales                                        72,837      201,813    291,681        (6,933)       559,398
                                                   --------     --------   --------      --------      ---------
Gross profit                                          2,385       22,577     35,619            --         60,581
Selling, general and administrative
   expenses                                          17,370        7,738     17,065            --         42,173
Facility consolidation, asset impairment
   and other charges                                    852        1,009       (195)           --          1,666
Amortization expense                                     56           46         10            --            112
                                                   --------     --------   --------      --------      ---------
Operating income (loss)                             (15,893)      13,784     18,739            --         16,630
Interest expense, net of interest income of $693     20,629        1,748      2,593            --         24,970
                                                   --------     --------   --------      --------      ---------
   Income (loss) from continuing operations
      before provision for income taxes and
      minority interest                             (36,522)      12,036     16,146            --         (8,340)
Provision (benefit) for income taxes                (15,245)       5,508      6,120            --         (3,617)
Equity in (earnings) losses of affiliates, net      (14,763)          --       (607)       15,370             --
Dividends (to) from affiliates                       (1,682)          --         --         1,682             --
                                                   --------     --------   --------      --------      ---------
Income (loss) from continuing operations             (4,832)       6,528     10,633       (17,052)        (4,723)
Loss from discontinued operations                        --           --       (109)           --           (109)
                                                   --------     --------   --------      --------      ---------
Net income (loss)                                  $ (4,832)    $  6,528   $ 10,524      $(17,052)     $  (4,832)
                                                   ========     ========   ========      ========      =========
</TABLE>


                                      -23-

<PAGE>

                          DURA AUTOMOTIVE SYSTEMS, INC.
      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS
                               ENDED APRIL 3, 2005
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                    DURA                     NON-
                                                 OPERATING   GUARANTOR    GUARANTOR
                                                   CORP.     COMPANIES    COMPANIES   ELIMINATIONS   CONSOLIDATED
                                                 ---------   ---------   ----------   ------------   ------------
<S>                                              <C>         <C>         <C>          <C>            <C>
OPERATING ACTIVITIES:
Income (loss) from continuing operations         $ (4,832)   $  6,528    $  10,633      $(17,052)     $ (4,723)
Adjustments to reconcile income (loss)
   from continuing operations to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                    2,268       5,135       13,144            --        20,547
   Amortization of deferred financing fees            987         987
   Deferred income taxes                          (14,581)     14,573          527            --           519
   Equity in earnings of affiliates and
      minority interest                           (14,763)         --         (607)       15,370            --
   Changes in other operating items                28,669     (11,736)     (68,608)           --       (51,675)
                                                 --------    --------    ---------      --------      --------
   Net cash provided by (used in) operating
      activities                                   (2,252)     14,500      (44,911)       (1,682)      (34,345)
                                                 --------    --------    ---------      --------      --------
INVESTING ACTIVITIES:
Capital expenditures, net                          (3,974)     (3,968)      (6,336)           --       (14,278)
                                                 --------    --------    ---------      --------      --------
   Net cash used in investing activities           (3,974)     (3,968)      (6,336)           --       (14,278)
                                                 --------    --------    ---------      --------      --------
FINANCING ACTIVITIES:
Long-term borrowings                                   --          --          413            --           413
Repayments of long-term borrowings                (35,285)         (3)        (370)           --       (35,658)
Purchase of treasury shares and other                  --                                                   --
Debt financing (to) from affiliates                84,523      (7,219)     (77,304)           --            --
Proceeds from issuance of common stock
   and exercise of stock options                      517          --           --            --           517
Other, net                                           (455)                      --            --          (455)
Dividends paid                                         --      (2,232)         550         1,682            --
                                                 --------    --------    ---------      --------      --------
Net cash provided by (used in) financing
   activities                                      49,300      (9,454)     (76,711)        1,682       (35,183)
EFFECT OF EXCHANGE RATE
   CHANGES ON CASH                                 (6,049)         --        9,988            --         3,939
                                                 --------    --------    ---------      --------      --------
NET CHANGE IN CASH AND CASH
   EQUIVALENTS FROM CONTINUING
   OPERATIONS                                      37,025       1,078     (117,970)           --       (79,867)
NET OPERATING CASH FLOW USED IN
   DISCONTINUED OPERATIONS                             --          --         (109)           --          (109)
CASH AND CASH EQUIVALENTS:
Beginning of period                                 2,944       1,626      186,998            --       191,568
                                                 --------    --------    ---------      --------      --------
End of period                                    $ 39,969    $  2,704    $  68,919      $     --      $111,592
                                                 ========    ========    =========      ========      ========
</TABLE>


                                      -24-
<PAGE>

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

     This report contains forward-looking statement within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act
of 1934. These statements relate to our expectations for future events and time
periods. All statements other than statements of historical facts are statements
that could be deemed to be forward-looking statements, including any statement
regarding trends in future revenues or results of operations, gross margins or
operating margins, expenses, earnings or losses from operations, restructuring
charges, future product developments and their marketability, any statements
regarding pending claims, including legal, warranty and environmental issues,
any statements regarding future economic or industry conditions, any statements
of expectations or belief, and any statement of assumptions underlying any of
the foregoing. Generally, forward-looking statements are typically identified by
use of the words such as "may", "will", "should", "expect", "anticipate",
"believe", "estimate" and similar words, although some forward-looking
statements may be expressed differently. There are certain important factors
that could cause future results to differ materially from those that might be
anticipated based on some of the statements made in this report. Investors are
cautioned that all forward-looking statements involve risks and uncertainty.
Actual results may differ materially from those in forward-looking statements as
a result of various factors including, but not limited to those items listed
under Part II. Item 1A. Risks Factors.

     This discussion should be read in conjunction with our Condensed Financial
Statements and the Notes to Condensed Financial Statements included elsewhere in
this report.

OVERVIEW

     We believe 2006 to be a trough revenue year for us, as a direct result of
reduced new automotive product orders booked during the period of 2000-2002. To
address this issue, we have realigned our business to focus on organic growth.
Accordingly, we have undertaken an expanded effort to develop new products, both
internally and through the securing of product licenses. We have in excess of
100 new launches this year. Our international automotive business expansion
continues as non North American sales became a larger part of our business in
the first quarter of 2006; it exceeded our domestic automotive manufacturing
sales for the three months ended April 2, 2006.

     Our Atwood Mobile Products Division sales were strong during the three
months ended April 2, 2006 as the Federal Emergency Management Administration
(FEMA) requirements for temporary housing for hurricane victims continued. FEMA
related revenue is expected to decline in the next quarter as fulfillment of
FEMA's requirements is accomplished.

     Raw material costs continue to significantly impact our production costs.
Increased use of Original Equipment Manufacturers' steel resale programs and
long-term steel purchase contracts have reduced some of our volatility in that
raw material cost. While we have accomplished this for steel, we have incurred
increased costs in other raw materials, specifically aluminum and resin. We
continue to investigate methods to minimize the volatility of raw material costs
on our profits.

     We continue to deliver positive results in our product quality. High
quality is both beneficial to winning new business and reducing our overall
costs.

     Momentum on our previously announced operational restructuring plan of
February 9, 2006 is building and we are on target to meet our year end 2007
completion date. Regulatory and personnel factors have significant effect on
when we announce and start individual production movements. Our goal is to
realign our production capacity around our best-in-cost facilities.


                                      -25-

<PAGE>

SIGNIFICANT ACCOUNTING POLICIES

     Our significant accounting policies are more fully described in Note 2 of
the consolidated financial statements. Certain of our accounting policies
require the application of significant judgment by management in selecting
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty.

     Revenue Recognition and Sales Commitments. We recognize revenue when title
passes to our customers, which occurs primarily when products are shipped from
our facilities to our customers. We enter into agreements with our customers at
the beginning of a given vehicle's life to produce products. Once such
agreements are entered into by us, fulfillment of the customers' purchasing
requirements is our obligation for the entire production life of the vehicle,
with terms of up to seven years, and we generally have no provisions to
terminate such contracts. In certain instances, we may be committed under
existing agreements to supply product to our customers at selling prices which
are not sufficient to cover the direct cost to produce such product. In such
situations, we record a liability for the estimated amount of such future
losses. Such losses are recognized at the time that the loss is probable and
reasonably estimable and are recorded at the minimum amount necessary to fulfill
our obligations to our customers. The estimated amount of such losses for the
three months ended April 2, 2006 and April 3, 2005, were not significant.

     Valuation of Goodwill and Other Intangible Assets. Goodwill represents the
excess of the purchase price over the fair value of the net assets acquired that
is subject to annual impairment testing in accordance with the provisions of
SFAS No. 142. Other intangible assets at April 2, 2006, were $17.5 million
primarily consisting of non-amortizable trademarks and amortizable license
agreements.

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations," ("SFAS
No. 141") and SFAS No. 142. SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting. Under SFAS No. 142, goodwill and intangible assets with indefinite
lives are no longer amortized, but reviewed for impairment annually or more
frequently if impairment indicators arise. Separable intangible assets that are
not deemed to have indefinite lives will continue to be amortized over their
useful lives, but with no maximum life. The amortization provisions of SFAS No.
142 apply to goodwill and intangible assets acquired after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001, we
adopted SFAS No. 142 effective January 1, 2002.

     Upon adoption of SFAS No. 142, we completed step one of the transitional
goodwill impairment test, using a combination of valuation techniques, including
the discounted cash flow approach and the market multiple approach, for each of
our four reporting units (Control Systems, Body & Glass, Atwood Mobile Products
and Other Operating Companies). Upon completion of the required assessments
under SFAS No. 142, it was determined that the fair market value of the goodwill
assigned to our Control Systems and Other Operating Companies reporting units
was lower than its book value, resulting in a transitional impairment charge of
$205.2 million, representing the write-off of 25% of the Control Systems
reporting unit goodwill and 100% of the Other Operating Companies reporting unit
goodwill. The write-off was recorded as a cumulative effect of a change in
accounting principle in our consolidated statement of operations for the quarter
ended March 31, 2002. Under the valuation techniques and approach applied by us
in our SFAS No. 142 analysis, if a change in certain key assumptions is applied,
such as the discount rate, projected future cash flows and mix of cash flows by
geographic region, it could significantly impact the results of our assessment.

     We perform impairment tests annually, during the second quarter, and
whenever events or circumstances occur indicating that goodwill or other
intangible assets might be impaired. Based upon our annual assessment during
2005 and consideration of ongoing operations, no impairment of goodwill or other
intangible assets has occurred. If we do not obtain the financial results
planned for in our February 2006 restructuring initiatives, impairment of
goodwill would likely occur.


                                      -26-

<PAGE>

     Restructuring Charges. We recognize restructuring charges in accordance
with SFAS No. 88 "Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits", SFAS No. 112
"Employer's Accounting for Post-employment Benefits", SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets", SFAS No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" and EITF 95-3
"Recognition of Liabilities in Connection with a Purchase Business Combination."
Such charges relate to exit activities and primarily include employee
termination charges, lease expenses net of any actual or estimated sublease
income, employee relocation, asset impairment charges, moving costs for related
equipment and inventory, and other exit related costs associated with a plan
approved by senior level management. The recognition of restructuring charges
requires us to make certain assumptions and estimates as to the amount and when
to recognize exit activity related charges. Quarterly, we re-evaluate the
amounts recorded and will adjust for changes in estimates as facts and
circumstances change.

     Accounting for Income Taxes. We account for income taxes in accordance with
SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). As part of the
process of preparing our consolidated financial statements, we estimate our
income tax expense in each of the jurisdictions in which it operates. This
process includes an assessment of temporary differences which result from the
differing treatment of items for financial reporting and income tax reporting
purposes. These differences result in deferred tax assets and liabilities, which
are included within our consolidated balance sheet. The deferred tax balances
are adjusted to reflect tax rates, based on currently enacted tax laws, which
will be in effect in the years in which the temporary differences are expected
to reverse. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that included the
enactment date. We have provided deferred income benefits on domestic and
foreign Net Operating Loss Carryforwards to the extent we believe we will
utilize them in future tax filings. If we do obtain the future profitability
level used to estimate the utilization of these carryforwards, or future
forecasts are at a lower profitability than current forecasts, we will be
required to provide a valuation allowance against the related deferred income
tax asset.

     A valuation allowance is required when it is more likely than not that all
or a portion of a deferred tax asset will not be realized. Significant judgment
is required in determining our provision for income taxes, deferred tax assets
and liabilities and any valuation allowance recorded against our net deferred
tax assets. We have recorded a valuation allowance of $68.8 million as of April
2, 2006, due to uncertainties related to our ability to utilize some of our
deferred tax assets, primarily certain net operating loss carryovers. The
valuation allowance is based on our review of all available positive and
negative evidence, including our past and future performance in the
jurisdictions in which it operates, the market environment in which it operates,
the utilization of tax attributes in the past, the length of carryback and
carryforward periods in jurisdictions and evaluation of potential tax planning
strategies. In the event that actual results differ from these estimates or we
adjust these estimates in future periods, the effects of these adjustments could
materially impact our financial position and results of operations. The net
deferred tax asset as of April 2, 2006, was $71.5 million, net of a valuation
allowance of $68.8 million. In addition, during 2003 and 2004, we recorded total
losses from discontinued operations of $129.4 million related to the disposition
of the Mechanical Assemblies Europe business. We have not recorded tax benefits
for these losses as we believe it is more likely than not that such benefits
will not be realized.

     We operate within multiple tax jurisdictions and are subject to audits in
these jurisdictions. Upon audit, these taxing jurisdictions could retroactively
disagree with our tax treatment of certain items. Consequently, the actual
liabilities with respect to any year may be determined long after financial
statements have been issued. We establish tax reserves for estimated tax
exposures. These potential exposures result from varying applications of
statutes, rules, regulations, case law and interpretations. The settlement of
these exposures primarily occurs upon finalization of tax audits. However, the
amount of the exposures can also be impacted by changes in tax laws and other
factors. On a quarterly basis, we evaluate the reserve amounts in light of any
additional information and adjust the reserve balances as necessary to reflect
the best estimate of the probable outcomes. We believe that we have established
the


                                      -27-

<PAGE>

appropriate reserves for these estimated exposures. However, ultimate results
may differ from these estimates. The resolution of these tax matters in a
particular future period could have a material impact on our consolidated
statement of operations and provision for income taxes.

     Defined Benefit Plans and Postretirement Benefits. We sponsor 13 defined
benefit type plans that cover certain hourly and salaried employees in the U.S.
and certain European countries. Our policy is to make annual contributions to
the plans to fund the normal cost as required by local regulations. In addition,
we have 9 postretirement medical benefit plans for certain employee groups and
have recorded a liability for our estimated obligation under these plans. In
calculating obligation and expense, we are required to select certain actuarial
assumptions. These assumptions include discount rate, expected long-term rate of
return on plan assets and rates of increase in compensation and healthcare
costs. Our assumptions are determined based on current market conditions,
historical information and consultation with and input from our actuaries. We
have historically used September 30 as our annual measurement date.

     We employ a building block approach in determining the expected long-term
rate of return for plan assets, based on historical markets, long-term
historical relationships between equities and fixed income and considering
current market factors such as inflation and interest rates. We previously
disclosed in our financial statements for the year ended December 31, 2005, that
we expected to contribute $8.5 million to our pension plans and $1.3 million to
our post-retirement medical benefit plans in 2006. As of April 2, 2006, $3.1
million and $0.3 million in contributions have been made to the pension and
postretirement benefit plans, respectively. We anticipate contributing an
additional $5.4 million to our pension plans and $1.0 million to our
post-retirement medical benefit plans in 2006 for total estimated contributions
of $9.8 million.

     We employ a total return on investment approach in managing pension plan
assets whereby a mix of equities and fixed income investments are used to
maximize the long-term return of plan assets for a prudent level of risk.

     While any negative impact of these Significant Accounting Policies would
generally result in non-cash charges to earnings, the severity of any charge and
its impact on stockholders' investment could adversely affect our borrowing
agreements, cost of capital and ability to raise external capital. Our senior
management has reviewed these Critical Accounting Policies with the Audit
Committee of our Board of Directors, and the Audit Committee has reviewed our
disclosure in this management discussion and analysis.


                                      -28-

<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                      -------------------
                                                      APRIL 2,   APRIL 3,
                                                        2006       2005
                                                      --------   --------
<S>                                                   <C>        <C>
Revenue                                                100.00%    100.00%
Cost of sales                                           90.77%     90.23%
                                                       ------     ------
Gross profit                                             9.23%      9.77%
Selling, general and administrative                      6.32%      6.80%
Facility consolidation, asset impairment and other       0.44%      0.27%
Amortization expense                                     0.02%      0.02%
                                                       ------     ------
Operating income                                         2.46%      2.68%
Interest expense, net of interest income                 4.48%      4.03%
                                                       ------     ------
Loss from continuing operations before benefit
   for income taxes and minority interest               -2.02%     -1.35%
Benefit for income taxes                                -0.66%     -0.58%
Minority interest - dividend on trust preferred
   securities, net in 2003                               0.01%        --
                                                       ------     ------
Loss from continuing operations                         -1.38%     -0.76%
Loss from discontinued operations                          --      -0.02%
Cumulative effect of change in accounting principle      0.17%      0.00%
                                                       ------     ------
Net loss                                                -1.20%     -0.78%
                                                       ======     ======
</TABLE>

     The following management's discussion and analysis of financial condition
and results of operations (MD&A) should be read in conjunction with the MD&A
included in our Annual Report on Form 10-K for the year ended December 31, 2005.

COMPARISON OF THE THREE MONTHS ENDED APRIL 2, 2006 TO THE THREE MONTHS ENDED
APRIL 3, 2005

Revenues. Revenue declined to $584 million in 2006's first three months from
$620 million in the same period in 2005. This decline primarily resulted from
negative net new business and unfavorable exchange rates from a year earlier.
Partially offsetting these factors was the overall increase of the North
American and European automotive production, and increased Atwood Mobile Product
sales related to the FEMA requirements for temporary housing units. FEMA related
sales are expected to end in the second quarter of 2006.

     Net negative new business and unfavorable vehicle platform mix accounted
for approximately $46 million of the revenue decline, which includes the effect
of a seat platform product transition of approximately $18 million. Negative
foreign exchange rate changes accounted for $16 million of the decline, and
other factors unfavorably impacted sales by $5 million. Offsetting these
declines was a favorable increase in our Atwood Mobile Products Division of $13
million, primarily as a result of fulfilling FEMA requirements, and an increase
in automobile vehicle production resulting in approximately $18 million
additional revenue.

     Non North American sales increased to 45.3% of sales in 2006's first three
months from 43.3% in 2005's first quarter.

Cost of Sales. Cost of sales amounts for 2006 declined in comparison to 2005 in
association with the lower revenue amount, including the negative impact of
foreign currency exchange rates. Gross profit as a percent of sales for the
first quarter of 2006 decreased slightly from 2005 mainly due to lower overall
margins on sales primarily caused by reduced seat product sales and lower
absorption of fixed costs.


                                      -29-

<PAGE>

     Increased sales volumes favorably impacted operating results in our non
North American operations. International operations contributed slightly more
than half of our gross profit in the first three months of 2006.

Selling, General, and Administrative. Selling, general, and administrative
expenses incurred in 2006's first three months declined from the amount incurred
in 2005's first three months mainly due to lower product engineering costs, and
reduced personnel related costs resulting from the personnel reduction
undertaken in the second and third quarters of 2005. Certain nonrecurring
engineering prototype projects were conducted in 2005's first three months.

     Facility Consolidation, Asset Impairment and Other Charges. Facility
consolidation and asset impairment charges increased in the first three months
of 2006 from the same period last year due to increased asset impairment
charges. In the three months ended April 2, 2006, we recorded facility
consolidation, asset impairment and other charges of $2.6 million, consisting of
severance costs of $0.5 million, asset impairments of $1.6 million and facility
closure and other exit activity costs of $0.5 million.

     In February 2006, we announced an operational restructuring plan designed
to enhance performance optimization, worldwide efficiency and financial results.
The restructuring plan is expected to impact over 50% of our worldwide
operations either through product movement or facility closures. We expect to
complete this action by year end 2007. Cash expenditures for the restructuring
plan are expected to be approximately $100 million, which includes capital
expenditures between $25 and $35 million. Restructuring cash expenses will
relate primarily to employee severance, facility closure and product move costs.
The restructuring plan will be financed with cash on hand and availability under
our existing revolving credit facility. We believe that our current available
liquidity will provide us with the funds necessary to execute this restructuring
plan along with our ongoing operating cash requirements. Should our current
liquidity not be adequate to fund the restructuring plan and/or our ongoing cash
requirements for operations, we may be required to modify our plan.

     Major ongoing and completed restructuring actions for the three months
ended April 2, 2006 are as follows:

          -    We incurred production movement costs of $0.2 million in the
               first quarter of 2006 associated with our February 2006
               operational restructuring plan.

          -    During the fourth quarter of 2005, we began the streamlining of a
               North American plant that will be completed in 2007. Certain
               employee severance related charges, approximating $1.3 million,
               were recorded in 2005. No new employee severance related charges
               were recorded during the period;

          -    During the third quarter of 2005, in order to improve capacity
               utilization, we announced a plan to streamline an Einbeck,
               Germany, manufacturing operation. This action is substantially
               completed and resulted in no severance cost during the period;

          -    During the second quarter of 2005, in order to improve capacity
               utilization, we announced a plan to streamline a Plettenberg,
               Germany, manufacturing operation during 2005 and 2006. In the
               third quarter of 2005, we received approval for this action from
               the appropriate Workers' Council and Union. Full identification
               of the actual employees has not been completed, and accordingly
               we are not able to fully estimate the severance to be incurred,
               as it will be based on numerous factors depending on each
               individual's circumstances. This action is expected to be
               completed by December 2006 and could result in a total severance
               costs of up to $4.7 million, of which $3.6 million has already
               been incurred, including $0.4 million for the three months ended
               April 2, 2006;


                                      -30-
<PAGE>

          -    During the first quarter of 2005, we announced a plan to migrate
               to one enterprise resource planning system and centralize many of
               our functional operations to better align with current business
               levels. These actions are ongoing as we continue to move our U.S.
               operations. We are anticipating total severance costs could be as
               high as $2.0 million domestically, of which $1.3 million was
               incurred in 2005. No additional costs have been incurred for the
               three months ended April 2, 2006. We have not formalized the
               total impact to our international operations, since meaningful
               migration and centralization will not begin until mid 2006 and
               are estimated to be completed sometime in 2007. We do expect that
               upwards of 200 individuals could be impacted. We have not yet
               specifically identified which individuals or group of individuals
               will be impacted, or in which international locations they
               reside. Therefore, we are not able to estimate the termination
               liability impact at this time. We do expect, however, that the
               international termination costs for this action will exceed the
               related estimate for our U.S. operations.

Asset Impairments. For the three months ended April 2, 2006 and April 3, 2005,
we recorded $1.6 million and $0.1 million, respectively, of asset impairment
charges related to prior facility consolidation actions. These charges are
reflected as facility consolidation, asset impairments and other charges in the
consolidated statements of operations and were accounted for in accordance with
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets".

     A rollforward of the accruals for facility consolidation, asset impairments
and other charges by quarter for the three months ended April 2, 2006 is as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                        FACILITY
                                              EMPLOYEE       ASSET      CLOSURE
                                            TERMINATION   IMPAIRMENT   AND OTHER
                                              BENEFITS      CHARGES      COSTS      TOTAL
                                            -----------   ----------   ---------   -------
<S>                                         <C>           <C>          <C>         <C>
Balance December 31, 2005                     $3,952       $    --       $ 521     $ 4,473
Adjustments/Charges                              523         1,630         419       2,572
Cash utilizations                               (808)           --        (335)     (1,143)
Noncash foreign exchange impact and other         33        (1,630)         34      (1,563)
                                              ------       -------       -----     -------
Balance April 2, 2006                         $3,700       $    --       $ 639     $ 4,339
                                              ======       =======       =====     =======
</TABLE>

Interest Expense. Interest expense for the three months ended April 2, 2006
increased from that experienced in 2005's comparable period mainly due to higher
LIBOR related borrowing interest rates.

Income Taxes. The estimated effective income tax benefit rates for the three
months ended April 2, 2006 and the three months ended April 3, 2005 differ from
the U.S. federal statutory rate primarily as a result of lower foreign tax
rates, the effects of state taxes, the provision of a valuation allowances on
certain losses in foreign jurisdictions and the adjustment to tax contingency
reserves based upon specific events occurring during such periods. The estimated
effective income tax benefit rate for 2006 is lower than 2005's as a result of a
higher ratio of estimated foreign taxable income.

LIQUIDITY AND CAPITAL RESOURCES

     During the three months ended April 2, 2006, we used cash from operations
of $10.0 million, a significant reduction from the cash usage of $34.3 million
in last year's comparable period. Cash generated from operations before changes
in other operating items (including working capital changes) declined to $15.0
million for the three months ended April 2, 2006, compared to $17.4 million for
the same period in 2005 primarily as a result of greater loss. Lower cash usage
for other operating items decreased to $24.8 million in 2006 from 2005's first
three months usage of $51.7 million mainly because of lower working capital
requirements as a result of lower revenue in 2006 first three months.


                                      -31-

<PAGE>

     Net cash used in investing activities increased to $23.0 million for the
three months ended April 2, 2006, from the $14.3 million for the same period in
2005, due to higher capital equipment needs to meet new product launches.

     Cash was generated from financing activities in the first three months of
2006 of $55.7 million compared to cash used in the first three months of 2005 to
pay down borrowings. The cash generation in 2006 resulted from a $75.0 million
upsizing to our senior secured second lien term loan on March 30, 2006. We
received proceeds net of issuance costs of $73.0 million of which $46.3 million
was used to reduce outstanding revolving credit borrowings.

     We are limited as to our ability to declare or make certain dividend
payments or other distributions of assets under our Credit Facilities, Senior
Unsecured Notes and Senior Subordinated Notes. Certain distributions relating to
items such as tax sharing arrangements, as required under our Preferred
Securities, are permitted.

     Our principal source of liquidity is cash flow generated from operations,
current cash balances and borrowings under our Credit Agreement. We believe that
such funds will be sufficient to meet our liquidity needs for at least the next
twelve months. Our principal use of liquidity will be to meet debt service
requirements, finance capital expenditures and approximately $100.0 million over
the next two years of anticipated cash restructuring charges, and related
capital expenditures, and to provide working capital availability. Capital
expenditures in 2006 are expected to range from $105.0 to $115.0 million as a
result of our announced February 2006 restructuring actions.

     At April 2, 2006, we had $284 million in available liquidity ($156
available under our Credit Agreement and $128 million in cash and cash
equivalents).

     We do not expect the February 2006 lowering of our corporate credit rating
by Standard & Poor's to "B-" from "B" to significantly affect our ability to
access additional liquidity if we choose to do so.

     Our ability to service indebtedness will depend on both the automotive
industry's and our future performance, which will be affected by prevailing
economic conditions and financial, business, regulatory and other factors.
Certain of these factors are beyond our control. We believe, based upon current
levels of operations, we will be able to fund our debt service obligations for
at least the next 24 months. Significant assumptions underlie this belief,
including, among other things, that we will continue to be successful in
implementing our business strategy, especially our restructuring activities, and
that there will be no material adverse developments in our business, liquidity
or capital requirements. If we cannot generate sufficient cash flow from
operations to service our indebtedness and to meet our other obligations and
commitments, we might be required to refinance our debt or to dispose of assets
to obtain funds for such purpose. There is no assurance that refinancing or
asset dispositions could be affected on a timely basis or on satisfactory terms,
if at all, or would be permitted by the terms of the our existing debt
instruments. In the event that we are unable to refinance our various debt
instruments or raise funds through asset sales, sales of equity or otherwise,
our ability to pay principal and interest on our debt would be impaired. Future
operating results will significantly influence our ability to reduce borrowings
and attract additional financing, through either stock or debt offerings.

OFF BALANCE SHEET ARRANGEMENTS

     We use standby letters of credit to guarantee our performance under various
contracts and arrangements, principally in connection with our workers
compensation liabilities with insurers. These letters of credit contracts expire
annually and are usually extended on a year-to-year basis. At April 2, 2006, we
had outstanding letters of credit of $18.5 million. We do not believe that they
will be required to be drawn.

     We currently do not have any nonconsolidated special purpose entity
arrangements.


                                      -32-

<PAGE>

MARKET RISK

     We are exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. We do not enter into derivatives or other
financial instruments for trading or speculative purposes. We enter into
financial instruments to manage and mitigate the impact of changes in foreign
currency exchange rates and interest rates. The counterparties are major
financial institutions.

     We manage our interest rate risk by balancing the amount of fixed and
variable debt. For fixed rate debt, interest rate changes affect the fair market
value of such debt, but do not impact earnings or cash flows. Conversely for
variable rate debt, interest rate changes generally do not affect the fair
market value of such debt but do impact future earnings and cash flows, assuming
other factors are held constant.

     At April 2, 2006, we had outstanding interest rate swap contracts that
effectively converted $400.0 million of our Senior Unsecured Notes into floating
rate obligations. Under these swap contracts, which expire in April 2012, we
receive payments at fixed rates, while we make payments at a variable rate of
8.31% at April 2, 2006. The net interest paid or received is included in
interest expense. We have designated these swap contracts as fair value hedges
at their inception. At April 2, 2006, the fair value of the interest rate swap
contracts had a negative fair value of $17.4 million, representing the estimated
shortfall that would accrue to us to terminate the agreements, and is long-term
debt with a corresponding decrease to related debt in the accompanying condensed
April 2, 2006 balance sheet.

     From time to time, we also use forward exchange contracts to hedge our
foreign currency exposure related to certain intercompany transactions. We may
designate such contracts at their inception as a cash flow hedge. At April 2,
2006, we had no outstanding forward exchange contracts.

FOREIGN CURRENCY TRANSACTIONS

     A significant portion of our revenues, 45% for the three months ended April
2, 2006, are derived from manufacturing operations in Europe, Canada and Latin
America. The results of operations and the financial position of our operations
in these countries are principally measured in their respective currency and
translated into U.S. dollars. The effects of foreign currency fluctuations in
such countries are somewhat mitigated by the fact that expenses are generally
incurred in the same currencies in which revenues are generated. The reported
income of these subsidiaries will be higher or lower depending on a weakening or
strengthening of the U.S. dollar against the respective foreign currency.

     At April 2, 2006, $1.1 billion of our assets are based in our foreign
operations and are translated into U.S. dollars at foreign currency exchange
rates in effect as of the end of each period, with the effect of such
translation reflected as a separate component of stockholders' investment.
Accordingly, our consolidated stockholders' investment will fluctuate depending
upon the weakening or strengthening of the U.S. dollar against the respective
foreign currency.

     Our strategy for management of currency risk relies primarily upon
conducting operations in such countries' respective currency and we may, from
time to time, engage in hedging programs intended to reduce the exposure to
currency fluctuations (see discussion above on "Market Risk").

     At April 2, 2006, we are not a party to any significant purchase
obligations for goods or services not incurred in the normal course of business.
We have committed to an approximate $9.1 million ten year lease of a facility
under construction in Mexico that is expected to run through 2016.


                                      -33-

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     See "Market Risk" and "Foreign Currency Transactions" sections of Item 7.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As of April 2, 2006, an evaluation was carried out under the supervision
and with the participation of the company's management, including our Chief
Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based
upon their evaluation, the Chief Executive Officer and the Chief Financial
Officer have concluded that the design and operation of the disclosure controls
and procedures were not effective, as a result of the previously identified and
unremediated material weakness in internal controls surrounding the accounting
for income taxes, to ensure that information required to be disclosed by the
company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in applicable rules and forms. To address this control weakness, the Company
performed additional analysis and performed other procedures in order to prepare
the unaudited quarterly consolidated financial statements in accordance with
generally accepted accounting principles in the United States of America.
Accordingly, management believes that the consolidated financial statements
included in this Quarterly Report on Form 10-Q fairly present, in all material
respects, our financial condition, results of operations and cash flows for the
periods presented.

     This section of Item 4, "Controls and Procedures," should be read in
conjunction with Item 9A, "Controls and Procedures," included in the Company's
Form 10-K for the year ended December 31, 2005, for additional information on
Management's Report on Internal Controls Over Financial Reporting.

     INTERNAL CONTROL SURROUNDING THE ACCOUNTING FOR INCOME TAXES:

     Management determined that at December 31, 2005 the processes and
procedures surrounding the accounting for the current tax effects of foreign
nonrecurring transactions, as well as foreign deferred income tax accounts, did
not include adequate controls. This was a result of late, inadequate or
incomplete documentation, and was also impacted by not having a global tax
director during most of the fourth quarter of 2005. These matters represent a
design and operating deficiency and, based upon misstatements requiring
correction to the financial statements that impacted the Income Tax Provision,
Income Tax Payable and Deferred Income Tax accounts, constitutes a material
weakness. As a result of the aforementioned material weakness, certain of our
income tax accounting calculations and reserves contained errors which were,
individually and in the aggregate, material. These errors were corrected in
connection with the preparation of our December 31, 2005 financial statements.

     We have identified the following actions that are necessary to remediate
the material weakness described above: (i) critical assessment and
re-design/development of our processes and procedures for the detailed
documentation and reconciliations surrounding the tax effects of nonrecurring
transactions and deferred income tax accounting in our foreign tax jurisdictions
to help ensure that we are able to identify and address tax accounting issues in
a more timely and comprehensive manner; (ii) hiring additional tax department
personnel who have the appropriate skill and knowledge background with respect
to SFAS No. 109, Accounting for Income Taxes, SFAS No. 5, Accounting for
Contingencies, and other applicable rules and regulations with respect to tax
matters; (iii) implementing additional recurring review procedures to ensure
compliance with SFAS No. 109 and SFAS No. 5 and other applicable rules and
regulations with respect to tax matters; and (iv) hiring a new global tax
director to replace our former global tax director who left in October 2005.
During the first quarter of 2006, we hired a new global tax


                                      -34-

<PAGE>

director. We anticipate completing items (i), (ii) and (iii) during 2006. Given
the nature of the income tax process, the complete effectiveness of any
remediation will not be concluded on by management or our independent auditors
until as of December 31, 2006.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING DURING THE QUARTER ENDED
APRIL 2, 2006

     There were no significant changes in our internal control over financial
reporting that occurred during the Company's quarter ended April 2, 2006, that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


                                      -35-

<PAGE>

                           PART II. OTHER INFORMATION

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

ITEM 1. LEGAL PROCEEDINGS.

     Other than as reported in our 2005 Annual Report on Form 10-K under the
caption "Legal Proceedings," and Item 1 under the term "Product Warranty
Matters" and "Environmental Matters", we are not currently a party to any
material pending legal proceedings, other than routine matters incidental to our
business.

ITEM 1A. RISK FACTORS.

     We principally compete for new business both at the beginning of the
development of new models and upon the redesign of existing models by our major
customers. New model development generally begins two to five years prior to the
marketing of such models to the public. The failure to obtain new business on
new models or to retain or increase business on redesigned existing models could
adversely affect our business and financial results. In addition, as a result of
the relatively long lead times required for many of our complex structural
components, it may be difficult in the short-term for us to obtain new sales to
replace any unexpected decline in the sale of existing products. We may incur
significant expense in preparing to meet anticipated customer requirements which
may not be recovered.

IN THE LAST THREE FISCAL YEARS, WE HAVE EXPERIENCED DECLINING GROSS MARGIN, AND
WE MAY NOT SUCCEED IN RETURNING TO HISTORICAL GROSS MARGIN LEVELS.

     Our gross margin has declined from 9.8% to 9.2% for three months ended
April 3, 2005 compared to the three months ended April 2, 2006, respectively.
These declines were a result of a number of factors including declines in North
American OEMs automotive production levels from previous levels resulting in
lower fixed cost absorption, and increased raw material costs that could not be
passed along fully to our customers. We cannot assure you that our gross margin
will improve or return to prior historical levels, and that any further
reduction in customer demand for the products that we supply would not have an
further adverse effect on our gross margin. A lack of improvement in our future
gross margin levels would harm our financial condition and adversely impact our
business.

IF WE ARE UNABLE TO OBTAIN OUR RAW MATERIALS AT FAVORABLE PRICES, IT COULD
ADVERSELY IMPACT OUR FINANCIAL CONDITION.

     Numerous raw materials are used in the manufacture of our products. Our
principal raw materials include (1) coil steel and resin in mechanism
production, (2) metal wire and resin in cable production and (3) glass in window
systems. The types of steel we purchase include hot and cold rolled, galvanized,
organically coated and aluminized steel. Overall, steel accounts for the most
significant component of our raw material costs. Steel prices have increased
over the last few years, which had a negative impact on our gross profit in 2004
and 2005. To the extent we are not able to pass on fully increased steel and
other raw material costs to our customers in a timely fashion or otherwise able
to offset these increased operating costs, our business, results of operations
and financial condition will continue to be adversely affected. Moreover, we may
be materially and adversely affected by the failure of our suppliers to perform
as expected.

OUR GROSS MARGIN AND PROFITABILITY WILL BE ADVERSELY AFFECTED BY THE INABILITY
TO REDUCE COSTS OR INCREASE PRICES.

     There is substantial continuing pressure from the major OEMs to reduce
costs, including the cost of products purchased from outside suppliers. In
addition, our business has a substantial fixed cost base. Therefore, our
profitability is dependent, in part, on our ability to spread fixed production
costs over increasing product sales. If we are unable to generate sufficient
production cost savings in the future to offset price reductions and any
reduction in consumer demand for automobiles resulting in decreased


                                      -36-

<PAGE>

sales, our gross margin and profitability would be adversely affected. In
addition, our customers often times require engineering, design or production
changes. In some circumstances, we may not be able to achieve price increases in
amounts sufficient to cover the costs of these changes.

CYCLICALITY AND SEASONALITY IN THE AUTOMOTIVE, RECREATION AND SPECIALTY VEHICLE
MARKETS COULD ADVERSELY AFFECT OUR REVENUES AND NET INCOME.

     The automotive, recreation and specialty vehicle markets are highly
cyclical and both markets are dependent on general economic conditions and other
factors, including consumer spending preferences and the attractiveness of
incentives offered by OEMs, if any. In addition, automotive production and sales
can be affected by labor relations issues, regulatory requirements, trade
agreements and other factors. Economic factors adversely affecting automotive
production and consumer spending could adversely impact our revenues and net
income. The volume of automotive production in North America, Europe and the
rest of the world has fluctuated, sometimes significantly, from year to year,
and such fluctuations give rise to fluctuations in demand for our products. The
weakness in the North American OEMs automotive market has adversely affected our
operating results in the first quarter of 2006, and the weakness is expected to
continue for some time. In addition, because we have significant fixed
production costs, relatively modest declines in our customers' production levels
can have a significant adverse impact on our profitability. Our business is also
somewhat seasonal. We typically experience decreased revenues and operating
income during the third calendar quarter of each year due to the impact of
scheduled OEM plant shutdowns in July and August for vacations and new model
changeovers.

WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS THAT
COULD HARM OUR REVENUES AND PROFITABILITY.

     We have significant operations in Europe, Canada, Asia and Latin America.
Certain risks are inherent in international operations, including:

          -    Difficulty of enforcing agreements and collecting receivables
               through certain foreign legal systems;

          -    Foreign customers may have longer payment cycles than customers
               in the United States;

          -    Tax rates in certain foreign countries may exceed those in the
               United States and foreign earnings may be subject to withholding
               requirements or the imposition of tariffs, exchange controls or
               other restrictions;

          -    Currency fluctuations and devaluations;

          -    General economic conditions, political unrest and terrorist
               attacks against American interests in countries where we operate
               may have an adverse effect on our operations in those countries;

          -    Exposure to possible expropriation or other governmental actions;

          -    Difficulties associated with managing a large organization spread
               throughout various countries; and

          -    Required compliance with a variety of foreign laws and
               regulations.

     As we continue to expand our business globally, our success will be
dependent, in part, on our ability to anticipate and effectively manage these
and other risks. We cannot assure you that these and other factors will not have
a material adverse effect on our international operations or our business,
results of operations and financial condition as a whole.


                                      -37-

<PAGE>

CURRENCY EXCHANGE RATE FLUCTUATIONS COULD HAVE AN ADVERSE EFFECT ON OUR REVENUES
AND FINANCIAL RESULTS.

     We generate a significant portion of our revenues and incur a significant
portion of our expenses in currencies other than U.S. dollars. To the extent
that we are unable to match revenues received in foreign currencies with costs
paid in the same currency, exchange rate fluctuations in any such currency could
have an adverse effect on our revenues and financial results. During times of a
strengthening U.S. dollar, our reported sales and earnings from our
international operations will be reduced because the applicable local currency
will be translated into fewer U.S. dollars. The weakening of the foreign
currencies in relation to the U.S. dollar had a negative impact on our revenues
of $13.0 million when comparing the three months ended April 2, 2006 against the
same three months ended April 3, 2005.

OUR BUSINESS MAY BE DISRUPTED SIGNIFICANTLY BY WORK STOPPAGES AND OTHER LABOR
MATTERS.

     Many OEMs and their suppliers have unionized work forces. Work stoppages or
slow-downs experienced by OEMs or their suppliers could result in slow-downs or
closures of assembly plants where our products are included in assembled
vehicles. In the event that one or more of our customers experiences a material
work stoppage, such work stoppage could have a material adverse effect on our
business.

     As of April 2, 2006, a substantial number of our employees were unionized.
We have collective bargaining agreements with several unions including the
United Auto Workers, the Canadian Auto Workers, the International Brotherhood of
Teamsters and the International Association of Machinists and Aerospace Workers.
Virtually all of our unionized facilities in the United States and Canada have
separate local contracts with the union which represents the workers employed
there, with each such contract having an expiration date independent of other
labor contracts. The majority of our non U.S. and Canadian employees are members
of industrial trade union organizations and confederations within their
respective countries. Many of these organizations and confederations operate
under national contracts which are not specific to any one employer. As a
result, we may encounter strikes, further unionization efforts or other types of
conflicts with labor unions or our employees, any of which could have an adverse
effect on our operations or may limit our flexibility in dealing with our
workforce.

OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL, HEALTH AND
SAFETY REQUIREMENTS.

     We are required to comply with federal, state, local and foreign laws and
regulations governing the protection of the environment and occupational health
and safety, including laws regulating the generation, storage, handling, use and
transportation of hazardous materials; the emission and discharge of hazardous
materials into soil, air or water; and the health and safety of our colleagues.
We are also required to obtain and comply with environmental permits for certain
operations. We cannot assure you that we are at all times in complete compliance
with such laws, regulations and permits. If we violate or fail to comply with
the requirements, we could be fined or otherwise sanctioned by regulators. In
some instances, such a fine or sanction could be material. In addition, we have
made and will continue to make capital and other expenditures to comply with
environmental requirements. Environmental requirements may become more stringent
over time and we cannot assure you that we will not incur material environmental
costs or liabilities in the future.

     We are also subject to laws requiring the cleanup of contaminated property.
Under these laws, we could be held liable for costs and damages relating to
contamination at our past or present facilities and at third-party sites to
which these facilities sent wastes. If a release of hazardous substances occurs
at or from any of our current or former facilities or another location where we
have disposed of wastes, we may be held liable for the contamination, and the
amount of such liability could be material. We are currently conducting a
cleanup of contamination at certain facilities in Germany. We are monitoring
environmental contamination at certain facilities in North America. We have also
been named a potentially responsible party for cleanup costs at two "Superfund"
cleanup sites. We have established accounting reserves for these contamination
liabilities, but we cannot assure you that our liabilities will not exceed our
reserves.


                                      -38-
<PAGE>

WE MAY BE ADVERSELY AFFECTED BY PRODUCT LIABILITY EXPOSURE CLAIMS.

     We face an inherent business risk of exposure to product liability claims
in the event that the failure of our products to perform to specifications
results, or is alleged to result, in property damage, bodily injury and/or
death. We cannot assure you that we will not incur significant costs to defend
these claims or that we will not experience any material product liability
losses in the future. In addition, if any DURA-designed products are, or are
alleged to be defective, we may be required to participate in a recall involving
those products.

     Each OEM has its own policy regarding product recalls and other product
liability actions relating to its suppliers. However, as suppliers become more
integrally involved in the vehicle design process and assume more vehicle
assembly functions, OEMs are increasingly looking to their suppliers for
contribution when faced with product recalls, product liability or warranty
claims. We cannot assure you that the future costs associated with providing
product warranties will not be material. A successful product liability claim
brought against us in excess of available insurance coverage or a requirement to
participate in any product recall may have a material adverse effect on our
results of operations or financial condition. In addition, OEMs are also
increasingly requiring their outside suppliers to guarantee or warrant their
products and bear the costs of repair and replacement of such products under new
vehicle warranties. Depending on the terms under which we supply products to an
OEM, an OEM may hold us responsible for some or all of the repair or replacement
costs of defective products under new vehicle warranties, when the product
supplied did not perform as represented.

     We carry insurance for certain legal matters including product liability;
however, we do not carry insurance for warranty or recall matters, as the cost
and availability for such insurance, in the opinion of management, is cost
prohibitive or not available. We have established reserves for matters that are
probable and estimable in amounts management believes are adequate to cover
reasonable adverse judgments not covered by insurance; however, we cannot assure
you that these reserves will be adequate to cover all warranty matters that
could possibly arise. The outcome of the various legal actions and claims that
are discussed above or other legal actions and claims that are incidental to our
business may have a material adverse impact on our consolidated financial
position, results of operations or cash flows.

TECHNOLOGICAL AND REGULATORY CHANGES MAY ADVERSELY AFFECT US.

     Changes in legislative, regulatory or industry requirements or competitive
technologies may render certain of our products obsolete. Our ability to
anticipate changes in technology and regulatory standards and to develop and
introduce new and enhanced products successfully on a timely basis will be a
significant factor in our ability to grow and to remain competitive. We cannot
assure you that we will be able to achieve the technological advances that may
be necessary for us to remain competitive or that certain of our products will
not become obsolete. We are also subject to the risks generally associated with
new product introductions and applications, including lack of market acceptance,
delays in product development and failure of products to operate properly.

WE MAY MAKE STRATEGIC ACQUISITIONS AND ALLIANCES, WHICH PRESENT ADDITIONAL
RISKS.

     Part of our growth strategy includes pursuing strategic acquisitions and
alliances. We cannot assure you that we will be able to consummate acquisitions
or alliances in the future on terms acceptable to us, if at all. In addition, we
cannot assure you that the integration of any future acquisitions will be
successful or that the expected strategic benefits of any future acquisitions or
alliances will be realized. Acquisitions may involve a number of special risks,
including, but not limited to:

          -    Adverse short-term effects on our reported operating results;

          -    Diversion of management's attention;

          -    Difficulties assimilating and integrating the operations of the
               acquired company with our own; and


                                      -39-

<PAGE>

          -    Unanticipated liabilities or contingencies relating to the
               acquired company.

WE MAY INCUR RESTRUCTURING CHARGES THAT WOULD REDUCE OUR EARNINGS.

     During the last several years, we have evaluated our worldwide
manufacturing capacity utilization and opportunities for cost savings in light
of conditions in the North American and European automotive and recreational
vehicle markets. As a result of these evaluations, we have taken several actions
including closing certain facilities, combining facilities, reducing and
consolidating certain support activities and disposing of certain business
units. We have recorded restructuring charges and charges related to
discontinued operations as a result of these actions over the last several
years. Our reported earnings will be reduced in the event as we incur additional
charges in the future as a result of the current and any additional
restructuring activities undertaken by us.

WE MAY NOT ACCOMPLISH THE OBJECTIVES OF OUR FEBRUARY 9, 2006 RESTRUCTURING
IMITATIVE.

     In February 2006, we announced a restructuring plan that we anticipate to
be complete by the end of 2007. The restructuring plan is expected to impact
over 50% of our worldwide operations either through product movement or facility
closures. Cash costs for the restructuring plan are expected to be approximately
$100 million, which includes estimated capital expenditures between $25 and $35
million. The remaining costs will relate primarily to employee severance,
capital investment, facility closure and product move costs. The majority of
these expenditures will occur by year end 2007.

     As part of this initiative, we have identified certain key actions that
must be accomplished to achieve our projected cost savings:

          -    Our customers, as industry practice, must approve the movement of
               the production of their parts along with prequalifying (PPAP) the
               new production facility and production lines;

          -    Our customers must agree these cost reduction actions are being
               made to meet our previously agreed to price reduction
               commitments;

          -    The representatives of our affected employees must support the
               streamlining and moving of operations in a timely manner in order
               that we meet the cost reduction objectives in the planned time
               period; and

          -    We must execute this initiative in the prescribed time period
               (all actions must be accomplished by the end of 2007).

     Any failure to obtain substantial completion of any of these key actions
may result in us not reaching a sufficient profitability level to enable us to:
beneficially refinance debt coming due in 2009; maintain the recorded goodwill
valuation; and not record a valuation reserve against the deferred income tax
benefits recognized for net operating loss and research and experimental tax
credit carryforwards.

WE MIGHT FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY OR THIRD PARTIES
MIGHT ASSERT THAT OUR TECHNOLOGIES INFRINGE ON THEIR INTELLECTUAL PROPERTY.

     As part of our business strategy, we intend to accelerate our investment in
new product and process technologies in an effort to strengthen and
differentiate our product portfolio. As a result, we believe that the protection
of our intellectual property will become increasingly important to our business.
We rely on a combination of patents, trade secrets, trademarks and copyrights to
provide protection in this regard, but this protection might be inadequate. For
example, our pending or future patent applications might not be approved or, if
allowed, they might not be of sufficient strength or scope. Conversely, third
parties might assert that our technologies infringe upon their proprietary
rights. In either case, litigation which could result in substantial costs and
diversion of our efforts, might be necessary, and whether or not we are
ultimately successful, the litigation could adversely affect our business.


                                      -40-

<PAGE>

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR OUTSTANDING INDEBTEDNESS.

     We have a significant amount of indebtedness. As of April 2, 2006, we had
$1,211.5 million of outstanding debt (excluding the fair market value of
interest rate swap agreements), and $349.9 million of stockholders' investment.

     Our indebtedness could have several important consequences, including but
not limited to the following:

          -    Our ability to obtain additional financing in the future for
               working capital, capital expenditures, potential acquisition
               opportunities, general corporate purposes or other purposes may
               be impaired;

          -    Our ability to finance our international operations in an
               effective tax manner if we are unable to maintain the prescribed
               fixed charge ratio;

          -    Fluctuations in market interest rates will affect the cost of our
               borrowings, if not hedged by interest rate hedge agreements,
               because a substantial portion of our indebtedness, is payable at
               variable rates;

          -    We are more highly leveraged than some of our competitors, which
               may place us at a competitive disadvantage;

          -    A substantial portion of our cash flow from operations will be
               dedicated to the repayment of our indebtedness, including
               indebtedness we may incur in the future, and will not be
               available for other purposes, including our operations, capital
               expenditures and future business opportunities;

          -    There would be a material adverse effect on our business and
               financial condition if we were unable to service our indebtedness
               or obtain additional financing, as needed; and

          -    We may be more vulnerable to economic downturns, may be limited
               in our ability to withstand competitive pressures and may have
               reduced flexibility in responding to changing business,
               regulatory and economic conditions.

     Our ability to service our indebtedness will depend on our future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Certain of these factors are
beyond our control. We believe that, based upon current levels of operations, we
will be able to meet our debt service obligations over the next 24 months.
Significant assumptions underlie this belief, including among other things, that
we will continue to be successful in implementing our business strategy and
restructuring initiatives; and that there will be no material adverse
developments in our business, liquidity or capital requirements. If we cannot
generate sufficient cash flow from operations to service our indebtedness and to
meet our other obligations and commitments, we might be required to refinance
our debt or to dispose of assets to obtain funds for such purpose. There is no
assurance that refinancings or asset dispositions could be affected on a timely
basis or on satisfactory terms, if at all, or would be permitted by the terms of
our indentures and our existing Credit Agreement and $150.0 million senior
secured second lien term loan ("Second Lien Term Loan", collectively with Credit
Agreement, "Credit Facilities"). In the event that we were unable to refinance
our existing indebtedness or raise funds through asset sales, sales of equity or
otherwise, our ability to pay principal of, and interest on, the indebtedness
would be impaired.


                                      -41-

<PAGE>

TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

     Our ability to make payments on our indebtedness and to fund planned
capital expenditures will depend on our ability to generate cash from our
operations in the future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control. Based on our current level of operations, we believe our
cash flow from operations, available cash and available borrowings under our
Credit Agreement will be adequate to meet our future liquidity needs for the
foreseeable future.

     We cannot assure you, however, that our business will generate sufficient
cash flow from operations or that future borrowing will be available to us under
our Credit Agreement or otherwise in an amount sufficient to enable us to pay
our indebtedness, or to fund our other liquidity needs. Our ability to borrow
under our Credit Agreement may be constrained by conditions including limits on
borrowings exceeding specified percentages of the applicable borrowing base.

     We have two significant public debt amortizations due in 2009 and 2012; 9%
senior subordinated notes due May 2009 ("Senior Subordinated Notes") in the
amount of $527.3 million; and 8 5/8% senior unsecured notes due April 2012
("Senior Unsecured Notes") in the amount of $400.0 million.

     A substantial portion of our indebtedness bears interest at floating rates,
and therefore if interest rates increase, our debt service requirements will
increase. We may need to refinance or restructure all or a portion of our
indebtedness on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our Credit Facilities and our
outstanding debt securities, on commercially reasonable terms or at all. If we
cannot service our indebtedness, we may have to take actions such as selling
assets, seeking additional equity or reducing or delaying capital expenditures,
strategic acquisitions, investments and alliances. We cannot assure you that any
such actions, if necessary, could be effected on commercially reasonable terms,
or at all. In addition, the indentures relating to our debt securities and our
Credit Facilities may restrict our ability to take any of these actions.

RESTRICTIVE COVENANTS IN OUR EXISTING SENIOR CREDIT FACILITY AND THE INDENTURES
GOVERNING OUR DEBT SECURITIES MAY RESTRICT OUR ABILITY TO PURSUE OUR BUSINESS
STRATEGIES.

     The indentures governing our debt securities and our existing Credit
Facilities limit our ability, among other things, to:

          -    Incur additional indebtedness;

          -    Pay dividends, repurchase our capital stock or make certain other
               restricted payments or investments;

          -    Make investments;

          -    Sell assets;

          -    Consolidate, merge, sell or otherwise dispose of all or
               substantially all of our assets; and

          -    Create liens.

     The ability of our foreign subsidiaries to incur any form of indebtedness
is prohibited under our indentures if we do not meet the fixed charge coverage
ratio, as defined therein, of at least 2 to 1. In addition, our Credit Agreement
includes other and more restrictive covenants that prohibit us from prepaying
our other indebtedness, while indebtedness under our Credit Agreement is
outstanding. Our Credit Agreement requires us to maintain a minimum fixed charge
coverage ratio if excess availability, as defined, falls below $35 million.


                                      -42-

<PAGE>

     The restrictions contained in our Credit Facilities and the indentures
governing our debt securities could:

          -    Limit our ability to plan for or react to market conditions or
               meet capital needs or otherwise restrict our activities or
               business plans; and

          -    Adversely affect our ability to finance our operations, strategic
               acquisitions, investments or alliances or other capital needs or
               to engage in other business activities that would be in our
               interest.

     A breach of any of these restrictive covenants or our inability to comply
with the required financial ratios could result in a default under our Credit
Facilities and indentures. If a default occurs, the lenders under our Credit
Agreement may elect to declare all borrowings outstanding, together with accrued
interest and other fees, to be immediately due and payable which would result in
an event of default under our outstanding notes. The lenders will also have the
right in these circumstances to terminate any commitments they have to provide
further borrowings. If we are unable to repay outstanding borrowings when due,
the lenders will also have the right to proceed against the collateral,
including our available cash, granted to them to secure the indebtedness. If the
indebtedness under either of our Credit Facilities and debt securities were to
be accelerated, we cannot assure you that our assets would be sufficient to
repay in full the indebtedness and our other indebtedness.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     This item is not applicable for the three months ended April 2, 2006 and
April 3, 2005.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     This item is not applicable for the three months ended April 2, 2006 and
April 3, 2005.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     This item is not applicable for the three months ended April 2, 2006 and
April 3, 2005.

ITEM 5. OTHER INFORMATION.

     This item is not applicable for the three months ended April 2, 2006 and
April 3, 2005.

ITEM 6. EXHIBITS.

     (a)  Exhibits

          10.1 First Amendment and Consent to Fifth Amended and Restated Credit
               Agreement, dated as of March 29, 2006.

          10.2 First Amendment to The Credit Agreement, dated as of March 29,
               2006.

          31.1 Certification by Lawrence A. Denton, President, Chief Executive
               Officer and Director.

          31.2 Certification by Keith R. Marchiando, Vice President and Chief
               Financial Officer.

          32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                      -43-

<PAGE>

                                    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.

                                        DURA AUTOMOTIVE SYSTEMS, INC.


Date: May 11, 2006                      By /s/ Keith R. Marchiando
                                           -------------------------------------
                                           Keith R. Marchiando
                                           Vice President, Chief Financial
                                           Officer (principal accounting and
                                           financial officer)


                                      -44-

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EX. NO.   DESCRIPTION
-------   -----------
<S>       <C>
  10.1    First Amendment and Consent to Fifth Amended and Restated Credit
          Agreement, dated as of March 29, 2006.

  10.2    First Amendment to The Credit Agreement, dated as of March 29, 2006.

  31.1    Certification by Lawrence A. Denton, President, Chief Executive
          Officer and Director.

  31.2    Certification by Keith R. Marchiando, Vice President and Chief
          Financial Officer.

  32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                      -45-