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                             JASON INCORPORATED

411 East Wisconsin Avenue   -   Suite 2500   -   Milwaukee, WI  53202

                                  PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Vincent Martin and Mark Train, or either of 
them, as Proxies, each with full power of substitution for himself, and hereby
authorizes them to represent and to vote, as designated below, all of the shares
of common stock of Jason Incorporated held of record by the undersigned on 
March 6, 1995, and which the undersigned is entitled to vote at the Annual 
Meeting of Shareholders to be held on April 26, 1995 and any or all adjournments
thereof, with like effect as if the undersigned were personally present and 
voting.

1.      ELECTION OF DIRECTORS:

  ___ FOR all nominees listed below         ___ WITHHOLD AUTHORITY
(except as marked to the contrary below)  to vote for all nominees listed below

Vincent Martin, Mark Train, Frank Jones, Wayne Oldenburg, Wayne Fethke, 
David Drury

(INSTRUCTION: To withhold authority to vote for any individual nominee, write 
that nominee's name on the space provided below.)

	
2.      TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT PUBLIC 
        ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR 1995.

                 FOR  ___      AGAINST ___     ABSTAIN ___

3.      IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
        BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. 
		
Properly executed Proxies received by the Company will be voted in the manner 
directed herein by the undersigned shareholder. If no direction is made, this 
Proxy will be voted FOR the election of all six nominees listed for director 
and FOR Proposal 2. If other matters properly come before the meeting, this 
Proxy will be voted in accordance with the best judgement of the Proxies 
appointed. 

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement furnished therewith dated March 17, 1995.

Please sign exactly as your name appears below. When shares are held by joint 
tenants, both should sign. When signing as attorney, executor, administrator, 
trustee or guardian, please give full title as such. If a corporation, please 
sign in full corporate name by President or other authorized officer. If a 
partnership, please sign in partnership name by an authorized person.


Dated ___________________________________________, 1995


Signature


Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED 
ENVELOPE.