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

                            ------------------------

                                  FORM 10-Q/A

   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13
           OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2000

   / /     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 1-12557

                            ------------------------

                              CASCADE CORPORATION
             (Exact name of registrant as specified in its charter)

                OREGON                                  93-0136592
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

         2201 N.E. 201ST AVE.
           FAIRVIEW, OREGON                             97024-9718
(Address of principal executive office)                 (Zip Code)

       Registrant's telephone number, including area code: (503) 669-6300

                            ------------------------

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 / /

The number of shares outstanding of the registrant's common stock as of
April 30, 2000 was 11,439,890.

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<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES

                                     PART 1

                           CONSOLIDATED BALANCE SHEET
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               APRIL 30     JANUARY 31
                                                                 2000          2000
                                                              -----------   ----------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 13,808     $ 23,188
  Accounts receivable, less allowance for doubtful accounts
    of $2,700 and $1,511....................................      59,442       54,934
  Inventories, at average cost which is lower than market:
    Finished goods and components...........................      31,827       34,712
    Goods in process........................................       1,577        1,654
    Raw materials...........................................      10,268       11,121
                                                                --------     --------
                                                                  43,672       47,487
  Deferred income taxes.....................................       3,994        3,544
  Prepaid expenses and other................................       3,546        1,693
                                                                --------     --------
    Total current assets....................................     124,462      130,846
Property, plant and equipment, at cost less accumulated
  depreciation..............................................      82,607       86,716
Deferred income taxes.......................................       9,200        9,356
Goodwill....................................................      74,706       75,179
Other assets................................................       9,940       10,597
                                                                --------     --------
    Total assets............................................    $300,915     $312,694
                                                                ========     ========
                         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable to banks....................................    $  8,690     $  8,408
  Current portion of long-term debt.........................       6,124        6,137
  Accounts payable..........................................      21,570       22,960
  Accrued payroll and payroll taxes.........................       6,001        5,707
  Accrued environmental expenses............................       7,910        7,910
  Other accrued expenses....................................      10,903       13,557
                                                                --------     --------
    Total current liabilities...............................      61,198       64,679
Long-term debt..............................................      99,572      109,043
Accrued environmental expenses..............................       9,989       10,405
Other liabilities...........................................       4,250        4,260
                                                                --------     --------
    Total liabilities.......................................     175,009      188,387
                                                                --------     --------
Exchangeable preferred stock and minority interest..........      11,374       11,374
                                                                --------     --------
Shareholders' equity:
Common stock, $.50 par value, authorized 20,000,000 shares;
  11,439,890 shares outstanding.............................       5,784        5,784
Additional paid-in capital..................................         399          399
Retained earnings...........................................     126,869      122,922
Accumulated other comprehensive income:
  Cumulative foreign currency translation adjustments.......     (18,291)     (15,943)
Treasury stock, at cost, 127,498 shares.....................        (229)        (229)
                                                                --------     --------
    Total shareholders' equity..............................     114,532      112,933
                                                                --------     --------
    Total liabilities and shareholders' equity..............    $300,915     $312,694
                                                                ========     ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.
<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES

                        CONSOLIDATED STATEMENT OF INCOME

                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     APRIL 30
                                                              -----------------------
                                                                 2000         1999
                                                              ----------   ----------
<S>                                                           <C>          <C>
Net sales...................................................  $   86,720   $   89,500
                                                              ----------   ----------
Costs and expenses:
  Cost of goods sold, excluding depreciation................      55,159       58,830
  Depreciation and amortization.............................       4,421        5,220
  Selling and administrative expenses.......................      16,662       16,215
                                                              ----------   ----------
                                                                  76,242       80,265
                                                              ----------   ----------
Operating income............................................      10,478        9,235
  Interest expense..........................................       1,955        2,385
  Interest income...........................................        (390)        (115)
  Other expense, net........................................         639          695
                                                              ----------   ----------
Income before income taxes..................................       8,274        6,270
Income taxes................................................       3,103        2,160
                                                              ----------   ----------
Net income..................................................  $    5,171   $    4,110
                                                              ==========   ==========
Basic earnings per share....................................  $     0.45   $     0.35
                                                              ==========   ==========
Diluted earnings per share..................................  $     0.42   $     0.33
                                                              ==========   ==========
Diluted weighted average shares outstanding.................  12,239,890   12,639,138
                                                              ==========   ==========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.
<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                           (UNAUDITED--IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   APRIL 30
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Cash flows from operating activities:
  Net income................................................  $ 5,171    $ 4,110
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................    4,421      5,220
    Provision for bad debts.................................    1,200
    Deferred income taxes...................................     (294)    (3,069)
    Loss on disposal of property............................       --      1,025
Changes in operating assets and liabilities:
  Accounts receivable.......................................   (5,708)     9,952
  Inventories...............................................    3,815     13,508
  Prepaid expenses and other................................   (1,852)    (1,105)
  Accounts payable and accrued expenses.....................   (4,166)    (7,587)
  Other liabilities.........................................      (10)       625
                                                              -------    -------
    Net cash provided by operating activities...............    2,577     22,679
                                                              -------    -------
Cash flows from investing activities:
  Acquisition of property, plant and equipment..............   (1,184)    (4,334)
  Proceeds from disposition of property, plant and
    equipment...............................................       54     22,949
  Other assets..............................................        7     (6,668)
                                                              -------    -------
    Net cash provided by (used in) investing activities.....   (1,123)    11,947
                                                              -------    -------
Cash flows from financing activities:
  Payments on long-term debt................................   (9,484)   (21,659)
  Notes payable to banks....................................      282     (2,527)
  Repurchase of common stock................................       --     (1,846)
  Cash dividends............................................   (1,224)    (1,365)
                                                              -------    -------
    Net cash provided by (used in) by financing
      activities............................................  (10,426)   (27,397)
                                                              -------    -------
Effect of exchange rate changes.............................     (408)      (881)
                                                              -------    -------
Increase (decrease) in cash and cash equivalents............   (9,380)     6,348
Cash and cash equivalents at beginning of year..............   23,188     11,460
                                                              -------    -------
Cash and cash equivalents at end of period..................  $13,808    $17,808
                                                              =======    =======
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest................................................  $   843    $ 1,290
    Income taxes............................................  $ 7,715    $ 2,403
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.
<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  ACCUMULATED
                          COMMON STOCK       ADDITIONAL                              OTHER         QUARTERLY
                       -------------------    PAID-IN     TREASURY   RETAINED    COMPREHENSIVE   COMPREHENSIVE
                        SHARES     AMOUNT     CAPITAL      STOCK     EARNINGS       INCOME          INCOME
                       --------   --------   ----------   --------   ---------   -------------   -------------
<S>                    <C>        <C>        <C>          <C>        <C>         <C>             <C>
Balance at
  January 31, 2000...   11,440     $5,784      $   399    $   (229)  $ 122,922      $(15,943)        $   --
Net income...........       --         --           --          --       5,171            --          5,171
Dividends ($.10 per
  share).............       --         --           --          --      (1,224)           --             --
Translation
  adjustment.........       --         --           --          --          --        (2,348)        (2,348)
                        ------     ------      -------    --------   ---------      --------         ------
Balance at April 30,
  2000...............   11,440     $5,784      $   399    $   (229)  $ 126,869      $(18,291)        $2,823
                        ======     ======      =======    ========   =========      ========         ======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                               of this statement.
<PAGE>
                              CASCADE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--INFORMATION ABOUT OPERATIONS

(In thousands)

(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30, 2000       NORTH AMERICA    EUROPE     OTHER     ELIMINATIONS   CONSOLIDATED
---------------------------------       -------------   --------   --------   ------------   ------------
<S>                                     <C>             <C>        <C>        <C>            <C>
Net sales to unaffiliated customers...     $ 51,052     $25,838    $ 9,830     $      --       $ 86,720
Transfer between areas................       10,591       7,106        254       (17,951)            --
                                           --------     -------    -------     ---------       --------
Total net sales.......................       61,643      32,944     10,084       (17,951)        86,720
                                           --------     -------    -------     ---------       --------
Net income (loss).....................        4,216       1,021        (66)           --          5,171
                                           --------     -------    -------     ---------       --------
Identifiable assets...................     $172,618     $95,522    $34,184     $      --       $302,324
                                           --------     -------    -------     ---------       --------

THREE MONTHS ENDED APRIL 30, 1999
--------------------------------------
Net sales to unaffiliated customers...     $ 57,850     $23,680    $ 7,970     $      --       $ 89,500
Transfer between areas................        6,740       8,976        234       (15,950)            --
                                           --------     -------    -------     ---------       --------
Total net sales.......................       64,590      32,656      8,204       (15,950)        89,500
                                           --------     -------    -------     ---------       --------
Net income............................        3,130         960         20            --          4,110
                                           --------     -------    -------     ---------       --------
Identifiable assets...................     $184,928     $97,483    $34,653     $      --       $317,064
                                           --------     -------    -------     ---------       --------
</TABLE>

NOTE 2--DIVESTITURE (UNAUDITED)

The consolidated financial statements for the three months ended April 30, 1999,
reflect the sale of assets and assumption of certain liabilities of the
Company's Industrial Tire Division and the wheel and baseband manufacturing
operations of its Cascade Kenhar Division in Guelph, Ontario to Maine Rubber
Company for a sales price of $38,892,651 (US). Maine Rubber Company paid
(1) $26,808,737 (US) in cash, and (2) $7,307,552 (US) in the form of a junior
subordinated note to be paid over four years, and assumed $4,776,362 (US) in
liabilities. The note bears interest rate of 8% per annum and is not
collateralized.
<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES

                           PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Neither the Company nor any of its subsidiaries are involved in any material
pending legal proceedings other than environmental litigation or litigation
incidental to the regular course of business. The Company and its subsidiaries
are adequately insured against product liability, personal injury and property
damage claims which may arise occasionally.

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

On March 29, 2000, R.C. Warren, President and Chief Executive Officer, advised
the Board of Directors that he and a management group were exploring the
possibility for the Company to be taken private in a management led leveraged
buyout. Chairman C. Calvert Knudsen appointed a Special Committee of Independent
directors, consisting of James S. Osterman, Chairman, Nicholas R. Lardy,
Ernest C. Mercier, and Nancy A. Wilgenbusch, to consider options to increase
shareholder value. Henry Wessinger II later joined the Committee. On May 11,
2000, the Special Committee announced it had retained Gleacher & Co. to advise
it on strategic alternatives to maximize shareholder value, including a sale or
merger of the Company.

ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K

(A) EXHIBITS

    11. Computation of Earnings Per Share

(B) REPORTS ON FORM 8-K

During the quarter ended April 30, 2000, the Company filed a report on Form 8-K
dated April 4, 2000, which disclosed the appointment of a Special Committee of
the Board of Directors as discussed in Item 5 above.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

Consolidated net sales for the three months ended April 30, 2000 totaled
$86,720,000, a decrease of 3.1% compared to sales of $89,500,000 recorded in
the three months ended April 30, 1999. Prior year net sales include net sales of
$10,922,000 from the industrial tire division, which was sold in April 1999.
The higher consolidated net sales from continuing operations in 2000 reflects
increased sales throughout the world. Earnings for the quarter include an
after tax charge for approximately $750,000 ($.06 per share) for bad debt
expense related to a receivable from a major OEM customer which declared
bankruptcy. Reported net income for the three months ended April 30, 2000 was
$5,171,000 ($.42 per share) as compared to net income for the prior year
quarter of $4,110,000 ($.33 per share). Expressed as a return on sales, net


<PAGE>
income for the first three months ended April 30, 2000 was 6.0% compared to 4.6%
for the corresponding prior year quarter.

North American lift truck industry bookings and shipments (of applicable lift
truck classes) were strong in the first quarter of 2000 and experienced growth
of 33% and 12%, respectively, compared to the same period in the prior year.

Cost of sales, excluding depreciation and amortization, during the first three
months ended April 30, 2000 and 1999, was $55,159,000 and $58,830,000,
respectively. Cost of sales as a percentage of net sales was 63.6% and 65.7%,
respectively, for the three months ended April 30, 2000 and 1999.

Depreciation and amortization expense decreased to $4,421,000, 5.1% of net sales
during the first quarter of 2000, from $5,220,000, 5.8% of net sales for the
prior year period. The decrease in depreciation and amortization expense in the
first quarter of 2000 as compared to the first quarter of 1999 is due to the
inclusion in 1999 of depreciation and amortization expense for the Company's
industrial tire division, which was sold in April 1999.

The Company's selling and administrative expenses increased in the first
quarter of 2000 to $16,662,000 as compared to $16,215,000. The selling and
administrative expenses as a percentage of net sales were 19.2% in the first
quarter of 2000 and 18.1% in the first quarter of 1999. The overall increase
in the first quarter of 2000 is due primarily to the increase in bad debt
expense from the bankruptcy of a major OEM customer.

Interest expense in the first quarter of 2000 was $1,955,000 as compared to
$2,385,000 in the first quarter of 1999. The decrease is the result of lower
levels of debt in the first quarter of 2000 as compared to the first quarter of
1999 due to reductions in revolving credit facilities and the repayment of debt
with the proceeds from the sale of the industrial tire division.

Other expense for the first quarter of 2000 of $639,000 is primarily related to
various miscellaneous expenses. Other expense for the first quarter of 1999 of
$695,000 is primarily attributed to the loss from the sale of the industrial
tire division.

The effective tax rate for the three months ended April 30, 2000 was 37.5%
compared with 34.4% for the prior year quarter and 30.6% for the year ended
January 31, 2000. The increase in the rate is due to the impact of foreign tax
rates and international financing facilities.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended April 30, 2000, the Company generated $2,577,000
in cash from operating activities compared with $22,679,000 for the three months
ended April 30, 1999. Cash and cash equivalents at the end of the first quarter
of 2000 totaled $13,808,000.

The Company's total long- and short-term debt-to-equity ratio was 1.00 to 1.00
and working capital was $62,620,000 at April 30, 2000. As of April 30, 2000, the
Company had loan commitments with commercial banks totaling $82,872,000 of which
$30,869,000 was used. During the three months ended April 30, 2000 the Company
paid down revolving credit facilities by $9,484,000. The Company believes its
available cash and credit facilities are more than sufficient to meet its
short-term requirements.

Capital expenditures for the three months ended April 30, 2000 were $1,184,000
compared with $4,334,000 during the corresponding period in the prior year.
Capital expenditures for new facilities, machinery, equipment and tooling over
the preceding five years have totaled approximately $76.2 million. Planned
capital expenditures for the fiscal year ending January 31, 2001 are estimated
at $12 million. The Company plans to use operating cash flows, leases and
existing credit facilities to fund current year capital expenditures.

During the three months ended April 30, 2000, the U.S. dollar weakened against
the major currencies included in the Company's consolidated financial
statements. As a result, the cumulative translation adjustment reduced
shareholders' equity by $2,348,000 at April 30, 2000.
<PAGE>
IMPACT OF THE YEAR 2000 ISSUE

The Company experienced no material problems regarding the year 2000 Issue. The
Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Some of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000.

The Company initiated the implementation of an enterprise-wide resource planning
(ERP) software system to link all of its core business systems throughout the
Company. This implementation was the result of normal business migration to
improved and expanded software systems to increase the Company's ability to
improve its operational efficiency, reduce costs and enhance overall quality. As
part of this implementation, the Company replaced those business systems that it
believed would encounter the Year 2000 Issue. The Company plans to complete the
ERP project in the year 2002. The total cost of the ERP project will approximate
$16 million, including approximately $6.1 million and $8.3 million spent during
fiscal 1999 and 1998, respectively. The remaining cost of the ERP project will
be funded through operating cash flows and leases.

FORWARD-LOOKING STATEMENTS

Forward-looking statements throughout this report are based upon assumptions
involving a number of risks and uncertainties. Factors which could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to competitive factors in, and the cyclical nature of, the lift
truck industry; fluctuations in lift truck orders or deliveries, availability
and cost of raw materials; general business and economic conditions in North
America, Europe and Asia; foreign currency fluctuations; and the effectiveness
of the Company's cost reduction initiatives.
<PAGE>
                  CASCADE CORPORATION AND SUBSIDIARY COMPANIES
                                   SIGNATURES

The enclosed financial statements have not been certified by independent
accountants. However, to the best of my knowledge and belief these financial
statements have been prepared in conformity with generally accepted accounting
principles and on a basis substantially consistent with audited financial
statements included in the annual report filed with the Commission for the
preceding fiscal year.

The Company believes that all adjustments, consisting of normal recurring
adjustments, necessary for a fair statement of the results of operations, have
been included.

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.

                                        CASCADE CORPORATION


6/14/00                                        /s/ KURT G. WOLLENBERG
------                                  --------------------------------------
Date                                            Kurt G. Wollenberg,
                                           Senior Vice President--Finance