SecProbe.io

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Mail Stop 6010

      September 9, 2005

By U.S. Mail and Facsimile to (847) 945-5698

Mr. Norman R. Bates
Chief Financial Officer
Jordan Industries, Inc.
Arbor Lake Center, Suite 550
1751 Lake Cook Road
Deerfield, Illinois 60015

	RE: 	Jordan Industries, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		File No. 033-24317

Dear Mr. Bates,

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your future documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 12 - Debt, page 55

D - Senior Notes and Senior Subordinated Debentures, page 57

1. It is unclear from this footnote as to the components of the
$546
million senior note balance.  For each outstanding note please
tell
us and revise future filings to disclose the carrying value of the
note in a manner that reconciles to the total balance of $546
million
as disclosed in your long term debt table on page 55.   In
addition,
please tell us and revise future filings to disclose the
unamortized
discount or premium reported in your balance sheet as a deduction
from or addition to the face amount of each note outstanding.
Also
revise future filings to disclose the amount of any amortization
of
discount or premium reported in your income statement.

2. We note that your February 18, 2004 Exchange Offer was
accounted
for as troubled debt restructuring under SFAS 15.   Please provide
us
with your restructuring gain calculation and describe your
methodology, including any significant assumptions, for
determining
the new carrying amount for your restructured debt and the related
restructuring gain.

Additionally please clarify your disclosure, "the remaining
reduction
in the principal of the Exchange Notes ...will be recognized over
the
period to maturity of the Exchange Notes as a reduction of
interest
expense".  Tell us how your accounting for this transaction is
consistent with paragraph 17 of SFAS 15.

3. We note that under the Modification Agreement of your 2009
Debentures, "the holders of these modified notes retain the right
to
collect the original maturity value and interest thereon at the
original interest rate if the Company meets certain financial
tests
and ratios."  Given this fact please tell us why it is appropriate
to
calculate interest expense on these notes using the modified
interest
rate of 1.61% and the reduced maturity amount.  Additionally,
please
tell us and revise future filings to disclose the applicable
financial tests and ratios that would entitle holders to collect
the
original maturity value and interest.

Note 27 - Condensed Consolidating Financial Statements, page 70

4. Please tell us and revise future filings to disclose whether or
not all subsidiary guarantors are 100% owned by the parent company
guarantor, the guarantees are full and unconditional, and the
guarantees are joint and several.  If not, please tell us why you
believe that you comply with Rule 3-10(d) of Regulation S-X.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Please file your
cover letter on EDGAR.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3604 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554.

      								Sincerely,

								Kate Tillan
								Assistant Chief Accountant
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Mr. Norman R. Bates
Jordan Industries, Inc
September 9, 2005
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