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December 14

  December 14, 2005

  Ms. Kate Tillan

  Assistant Chief Accountant

  United States Securities and Exchange Commission

  450 Fifth Street, N.W.

  Washington, D.C.  20549

  Dear Ms. Tillan,

  I am in receipt of your letter dated November 17, 2005, which contains
  comments and questions regarding the Forms 10-Q filed for the quarters ended
  March 31, June 30, and September 30, 2005.  We have carefully reviewed
  your questions and offer the following explanations and answers below.

  1.     Forms 10-Q for the Quarters Ended March 31 and June 30, 2005

   Staff Comment:

  We note that you have not furnished the Exhibit 32 certifications in your
  Forms 10-Q for the quarters ended March 31, and June 30, 2005.  Please
  amend your filings to furnish these exhibits or tell us why you are not
  required to furnish these certifications.  Please refer to Rule 15d-14 of
  the Securities Exchange Act and Section III.B of Management's Reports on
  Internal Control Over Financial Reporting and Certification of Disclosure in
  Exchange Act Periodic Reports, SEC Release No. 33-8238.

   Response:

  The Company has reviewed Rules 15d-14 and SEC Release No. 33-8238.
  The Company is not subject to Section 15(d) of the Securities Exchange Act of
  1934 (the "Exchange Act") and is not required to file reports under Section
  13(a) of the Exchange Act. The Company files its reports voluntarily pursuant
  to an indenture covenant.  The Company believes, therefore, that the
  above rules do not apply to its filings, notwithstanding the staff's informal
  guidance referred to above.  Nevertheless, the Company herewith files
  Form 10-Q/A (Amendment No. 1) for the period ending March 31, 2005, and Form
  10-Q/A (Amendment No. 1) for the period ending June 30, 2005 including the
  Exhibit 32 certifications required by Section 906 of the Sarbanes Oxley Act.

  2.    Note M. Affiliated Transactions, Page 10, Form 10-Q for the Quarter Ended
  September 30, 2005

   Staff Comment:

  We note from page 11 that you recorded $7,966,000 in operating income
  during the third quarter of 2005 as a result of receiving $15 million in fees
  and repayments from a refinancing transaction related to Healthcare Products
  Industries, Inc.  Please respond to the following comments:

      Please tell us and disclose in future filings
      the significant terms of the refinancing transaction and how you accounted
      for and measured the related gain of $7,966,000

      Please tell us why you classified the gain
      within operating income

      Please tell us the accounting literature upon
      which you relied and explain how you applied that literature to this
      transaction

      Please tell us how you define the term
      "affiliate" as used in Note M.  That is, discuss whether these
      transactions relate to investments accounted for under the equity method
      or to companies that are consolidated.  If the "affiliates" are
      consolidated companies that are not majority owned, then please tell us
      the basis for their consolidation under U.S. GAAP

      Please revise MD&A in future filings to
      discuss the nature and timing of this gain and its impact on your results
      of operations and cash flows.

   Response:

  Healthcare Products Industries, Inc. ("HPI") is designated as an affiliate
  of the Company due to partial common ownership between the Company and HPI.
  The Company has no ownership in HPI and HPI is not consolidated with the
  Company under U.S. GAAP.  During the third quarter, HPI undertook an
  independent refinancing of its obligations with several new third party
  lenders.  A portion of the proceeds from the refinancing was used to
  repay obligations to the Company.  The resulting gain on the repayment
  was calculated as follows:

      Proceeds
      to the Company

      $15,000,000

      Balances recorded on Company's
      books:

      10 3/4% Demand Promissory Note due 10/31/08

      $ 7,289,000

      Accrued and unpaid interest on Note

      4,786,000

      Accrued and unpaid management fees

      1,480,000

      Accrued and unpaid '99 and '04 financing fees

      1,000,000

      Amounts previously paid by Company on behalf
      of HPI

      5,858,000

      Book reserves against receivables

      (13,379,000)

      Gain recorded on transaction

      $ 7,034,000

      $ 7,966,000

   In 1999, the Company believed that due to certain restrictions in HPI's
  credit agreements with its third party lenders, the collectability of
  the Note was uncertain, and that the entire value of the asset was impaired.
  At that time, the Company consulted Financial Accounting Standards Board
  Statement No. 5, "Accounting for Contingencies" (FAS 5), and determined that
  an impairment charge should be taken to the Company's income statement for the
  full amount of the Note in order to create a reserve against this asset.
  The Company has continued to review the collectability of the net receivable
  balance and has periodically recorded reserves against the receivable balances
  as deemed necessary by FAS 5.

   The above gain was classified within operating income due to two factors,
  (1) the additions to the reserves against the receivables were charged to
  operating income, and, (2) the Company has a history of managing and advising
  various affiliated companies and receiving a fee for these services.
  Certain components of the Company's net receivable from HPI included fees for
  these services, namely management fees and financing fees.  These fees
  are routinely classified within operating income in the Company's financial
  statements.

   The Company will disclose the nature of the gain and discuss its impact on
  the results of operations and cash flows in MD&A in future filings.

   Jordan Industries, Inc. hereby acknowledges that:

      it is responsible for the adequacy and accuracy of the disclosure in its
      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

      it 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.

   Please feel free to contact me should you have any additional questions or
  comments regarding our filing.

   Best regards,

   /s/  Norman R. Bates

  Norman R. Bates

  Chief Financial Officer

  Jordan Industries, Inc.