SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                 Form 10-Q


(Mark One)

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

For the quarterly period ended May 31, 2001

                       Commission File Number 1-6018

                            TOKHEIM CORPORATION
           (Exact Name of Registrant as Specified in its Charter)


INDIANA                                                    35-0712500
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

10501 CORPORATE DRIVE, FORT WAYNE, IN                      46845
(Address of Principal Executive Offices)                   (Zip Code)

(Registrant's Telephone Number Including Area Code):       (219) 470-4600


                               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 has filed all reports
required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

         Yes (X)           No

As of May 31, 2001, 2,751,166 shares of voting common stock were
outstanding.

The exhibit index is located on page 15.

Item 1.  Financial Statements

<TABLE>
<CAPTION>


TOKHEIM CORPORATION & SUBSIDIARIES
----------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Earnings
(Amounts in thousands except data per share)

                                                                                    Unaudited
                                                      ----------------------------------------------------------------------
                                                        Successor         Predecessor        Successor        Predecessor
                                                         Company            Company           Company           Company
                                                      ----------------------------------  ----------------------------------
                                                             Three months ended                   Six months ended
                                                                   May 31,                             May 31,
                                                           2001              2000              2001              2000
                                                      ----------------------------------  ----------------------------------

<S>                                                        <C>                <C>               <C>               <C>
Net sales                                                  $ 121,786          $ 134,837         $ 243,026         $ 267,249
Cost of sales, exclusive of items listed below                94,157            105,851           189,916           210,214
Selling, general, and administrative expenses                 20,132             24,456            39,961            50,176
Depreciation and amortization                                  9,044              6,510            16,953            12,584
Merger and acquisition costs and other unusual items           2,218              2,723             2,950             5,448
                                                      ---------------   ----------------  ----------------  ----------------

Operating loss                                                (3,765)            (4,703)           (6,754)          (11,173)
Interest expense, net                                          8,835             14,875            18,057            29,522
Foreign currency (gain) loss                                     762                (28)              507              (197)
Minority interest in subsidiaries                                173                 51               182                49
Other income, net                                               (940)              (718)           (1,992)           (1,008)
                                                      ---------------   ----------------  ----------------  ----------------

Loss before income taxes                                     (12,595)           (18,883)          (23,508)          (39,539)
Income tax expense (benefit)                                     431             (1,532)              893            (1,683)
                                                      ---------------   ----------------  ----------------  ----------------

Net loss                                                     (13,026)           (17,351)          (24,401)          (37,856)
Preferred stock dividends                                       (368)              (381)             (750)             (768)

                                                      ---------------   ----------------  ----------------  ----------------
Loss applicable to common stock                            $ (13,394)         $ (17,732)        $ (25,151)        $ (38,624)
                                                      ===============   ================  ================  ================

Loss per common share:
        Basic
           Net loss                                          $ (2.98)           $ (1.40)          $ (5.59)          $ (3.05)
                                                      ===============   ================  ================  ================
           Weighted average shares outstanding*                4,500             12,669             4,500            12,669
                                                      ===============   ================  ================  ================

        Diluted
           Net loss                                          $ (2.98)           $ (1.40)          $ (5.59)          $ (3.05)
                                                      ===============   ================  ================  ================
           Weighted average shares outstanding*                4,500             12,669             4,500            12,669
                                                      ===============   ================  ================  ================

*4,500 shares to be issued upon the exchange of the old Tokheim securities.

The accompanying notes are an integral part of the financial statements.
</TABLE>


<TABLE>
<CAPTION>
TOKHEIM CORPORATION & SUBSIDIARIES
-------------------------------------------------------------------------------
Consolidated Condensed Balance Sheet
(Amounts in thousands except data per share)


                                                                       Successor
                                                                        Company
                                                             ----------------------------------
                                                               Unaudited
                                                              May 31, 2001    November 30, 2000
                                                             --------------   -----------------
Assets
Current assets:

<S>                                                               <C>               <C>
Cash and cash equivalents                                         $ 13,660          $ 8,946
Accounts receivable, net                                           109,740          110,820
Inventories:
     Raw materials, service parts and supplies                      60,399           57,498
     Work in process                                                12,675           12,497
     Finished goods                                                  7,566            8,485
                                                             --------------   --------------
                                                                    80,640           78,480
Other current assets                                                14,248            9,767
                                                             --------------   --------------
     Total current assets                                          218,288          208,013

Property, plant and equipment, at cost:
     Land and land improvements                                      5,522            5,536
     Buildings and building improvements                            23,562           23,950
     Machinery and equipment                                        39,632           37,355
     Construction in progress                                        4,215            5,493
                                                             --------------   --------------
                                                                    72,931           72,334
Less: Accumulated depreciation                                       6,264              310
                                                             --------------   --------------
                                                                    66,667           72,024

Reorganization value in excess of
amounts allocable to identifiable assets, net                     153,263          161,401
Intangible assets, net                                              10,885            9,496
Other assets                                                         9,576           10,927
                                                             --------------   --------------
        Total assets                                             $ 458,679        $ 461,861
                                                             ==============   ==============

Liabilities and Shareholders' Equity

Current maturities of other long term debt                         $ 1,967          $ 2,512
Cash overdrafts                                                     13,100           12,061
Accounts payable                                                    61,638           61,609
Accrued expenses                                                    76,700           72,608
                                                             --------------   --------------
   Total current liabilities                                       153,405          148,790

Notes payable, bank credit agreement                               259,925          240,238
Other long term debt, less current maturities                        2,422            2,988
Post-retirement benefit liability                                   19,039           18,880
Other long-term liabilities                                          1,467            1,164
                                                             --------------   --------------
                                                                   436,258          412,060

Redeemable convertible preferred stock, liquidation
value of $25 per share, 1,700 shares authorized,
960 shares issued                                                   12,619           12,619

New preferred stock, liquidation preference of $1 per share,
100 authorized and issued                                              100              100
Treasury stock, at cost                                             (3,087)          (2,494)
                                                             --------------   --------------
   Total preferred equity                                            9,632           10,225

New common stock, no par value; 30,000 shares authorized*            4,500            4,500
Common stock warrants                                                8,199            8,199
Accumulated comprehensive income (loss)                             (2,259)            (623)
Retained earnings (accumulated deficit)                            (24,727)             424
Additional paid in capital                                          27,076           27,076
                                                             --------------   --------------
           Total common shareholders' equity                        12,789           39,576
                                                             --------------   --------------

     Total liabilities and shareholders' equity                  $ 458,679        $ 461,861
                                                             ==============   ==============

*4,500 shares to be issued upon the exchange of the old Tokheim securities.

The accompanying notes are an integral part of the financial statements.
</TABLE>


<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
-------------------------------------------------------------------------------
Consolidated Condensed Statement of Cash Flows
(Amounts in thousands except data per share)
                                                                                             Unaudited
                                                                         --------------------------------------------------
                                                                                Successor                Predecessor
                                                                                 Company                   Company
                                                                         ------------------------   -----------------------
                                                                            Six months ended           Six months ended
                                                                              May 31, 2001               May 31, 2000
                                                                         ------------------------   -----------------------

Cash flows from operating activities:
<S>                                                                            <C>                       <C>
     Net loss...........................................................       $ (24,401)                $ (37,856)
     Adjustments to reconcile net loss to net cash
       provided from (used in) operating activities:
           Payment in kind interest.....................................           8,403                     2,742
           Amortization of debt issuance costs..........................             699                         -
           Depreciation and amortization................................          16,953                    12,584
           Gain on sale of fixed assets.................................            (635)                      (94)
           Deferred income taxes........................................             551                         -
     Changes in assets and liabilities:
           Receivables, net.............................................          (1,086)                   43,566
           Inventories..................................................          (3,940)                    4,608
           Other current assets.........................................          (4,706)                   (3,438)
           Accounts payable.............................................           1,146                   (14,347)
           Accrued expenses.............................................           5,593                   (17,649)
           Other........................................................           1,544                      (353)
                                                                         -----------------------   -----------------------
Net cash provided from (used in) operations.............................             121                   (10,237)
                                                                         ------------------------   -----------------------

Cash flows from investing activities:
           Property, plant, and equipment additions.....................          (5,172)                   (5,090)
           Proceeds from the sale of property, plant, and equipment.....             716                       593
           Other........................................................           (253)                         -
                                                                         ------------------------   -----------------------
Net cash used in investing activities...................................         (4,709)                   (4,497)
                                                                         ------------------------   -----------------------

Cash flows from financing activities:
           Increase (decrease) in other debt............................           (971)                      147
           Net increase in notes payable, banks.........................         10,585                    16,490
           Net increase in cash overdraft...............................          1,405                     2,976
           Debt issuance costs..........................................              -                      (177)
           Other........................................................           (593)                     (156)
           Preferred stock dividends....................................           (750)                     (768)
                                                                         ------------------------   -----------------------
Net cash provided from financing activities.............................          9,676                    18,512
                                                                         ------------------------   -----------------------

Effect of translation adjustments on cash...............................           (374)                    2,504

           Increase (decrease) in cash and cash equivalents.............          4,714                     6,282
           Cash and cash equivalents:
           Beginning of period..........................................          8,946                    14,437
                                                                         ------------------------   -----------------------
           End of period................................................       $ 13,660                  $ 20,719
                                                                         ========================   =======================

The accompanying notes are an integral part of the financial statements.
</TABLE>



Notes to the Consolidated Condensed Financial Statements

1. Basis of Presentation

All dollar amounts presented are in thousands, except for per share data.

The consolidated condensed financial statements are unaudited for the
periods indicated herein. In accordance with the rules and regulations of
the Securities and Exchange Commission, certain information and footnote
disclosures have been condensed or omitted; therefore, such financial
statements should be read in conjunction with the consolidated financial
statements in the Company's Annual Report on Form 10-K for the year ended
November 30, 2000. The consolidated financial statements include the
accounts of Tokheim Corporation and its wholly and majority-owned
subsidiaries ("Tokheim" or the "Company"). The consolidated condensed
financial statements in this Report reflect all adjustments and accruals
that, in the opinion of management, are necessary for a fair presentation
of the results for the interim periods presented; all such adjustments were
of a normal recurring nature. The results of operations for the three and
six month periods ended May 31, 2001 are not necessarily indicative of the
results of operations for the year ending November 30, 2001.

Tokheim (the "Predecessor Company") filed a Joint Prepackaged Plan of
Reorganization (the "Plan") for the Company and its U.S. subsidiaries
pursuant to Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") on August 28,
2000. The Bankruptcy Court confirmed the Company's Plan on October 4, 2000,
and the Plan became effective as of October 20, 2000 (the "Effective
Date"). See Note 2 to the consolidated condensed financial statements for
additional information. All discussion of events prior to the Effective
Date refers to the Predecessor Company.

The unaudited consolidated condensed financial statements prepared
subsequent to the Effective Date reflect accounting principles and
practices set forth in American Institute of Certified Public Accountants
Statement of Position ("SOP") 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code, which provides guidance for
financial reporting by entities that have filed voluntary petitions for
relief under, and have reorganized in accordance with, the Bankruptcy Code.
As such, the Company adopted "fresh start accounting" as of October 31,
2000. The Company's emergence from Chapter 11 proceedings resulted in a new
reporting entity. Accordingly, the accompanying condensed consolidated
Statements of Earnings and Cash Flows for periods prior to the Predecessor
Company's emergence from bankruptcy are not comparable to the Statements of
Earnings and Cash Flows of the Company subsequent to emergence from
bankruptcy and the adoption of fresh start accounting (the "Successor
Company").

2. Plan of Reorganization

The Plan provided that, among other things, (i) the existing bank credit
agreement was restructured to comprise a four year, eleven month senior
term facility of $137,177 and a four year, eleven month special facility of
$100,000 on which interest will be accrued but not paid until at least
November 30, 2002; (ii) the Company's bank group provided, in addition to
the $237,177 facilities detailed above, a post-petition credit agreement
(the "DIP Agreement") facility with available borrowings of $47,765 which
was converted into a revolving credit facility upon the Company's emergence
from the reorganization; (iii) members of the bank group received Series A
Warrants with a five year term to purchase 678,334 shares of the Company's
new common stock, no par value (the "New Common Stock") at an exercise
price of $0.01 per share and Series A Preferred Stock with a total
liquidation preference of $100, quarterly dividends at the rate of 16% per
annum, and the right to elect two directors to the Company's Board of
Directors (and to elect a majority of the directors upon certain defaults
under the credit agreement); (iv) in exchange for their Notes, the holders
of approximately $190,438 of senior subordinated notes and certain other
unsecured creditors received 4,410,000 shares of New Common Stock
representing approximately 85% of the equity value of the reorganized
Company, subject to dilution for warrants to existing shareholders and
management options; (v) in exchange for their Notes, the holders of $49,195
of junior subordinated notes received 90,000 shares of New Common Stock
representing approximately 2% of the equity value of the reorganized
Company, subject to dilution for warrants to existing shareholders and
management options, and Series B Warrants giving them the right to acquire
an aggregate of 555,556 shares of New Common Stock of the reorganized
Company at an exercise price of $30.00 per share; (vi) the Company's
employees' rights under the Retirement Savings Plan ("RSP") were preserved;
and (vii) the Company's approximately 12,669,000 shares of previously
outstanding common stock (the "Old Common Stock") were cancelled and
existing holders of Old Common Stock received "out of the money" Series C
warrants with a six year term giving them the right to acquire an aggregate
of 549,451 shares of New Common Stock of the reorganized Company at an
exercise price of approximately $49.46 per share (each Series C Warrant
entitles the holder to purchase 0.04326865 of a share of New Common Stock
at a price of $2.14, thereby requiring a holder to exercise approximately
23.111 Series C Warrants at an aggregate exercise price of approximately
$49.46 to purchase one share of New Common Stock).

3. Notes Payable, Bank Credit Agreement

In connection with the Chapter 11 proceedings discussed above, the Company
entered into a post-confirmation credit agreement (the "New Credit
Agreement") as of the Effective Date, which replaced all then-existing
credit agreements. The New Credit Agreement comprises a four-year, eleven
month revolving credit facility and three four-year, eleven month term
facilities: the Tranche A Term Loan, the Tranche B Term Loan and the
Special Loan.

The revolving credit facility is in a maximum amount of $47,765 with
availability based upon the amount of the Company's plant and machinery,
inventory and receivables. Up to $5,000 of the facility may be utilized for
the issuance of letters of credit, of which not more than $3,000 may be
standby letters of credit. Borrowings under the revolving credit facility
may be in U.S. Dollars or Euros, and bear interest based upon (at the
Company's option) (i) the Base Rate (defined as the higher of (a) the prime
rate and (b) the federal funds rate plus 0.5%) plus 2.5% in the case of
U.S. Dollar denominated loans or (ii) the Eurodollar Rate (Reserve
Adjusted) as defined in the New Credit Agreement plus 4% in the case of
Euro denominated loans.

The Tranche A Term Loan and the Tranche B Term Loan are in the amounts of
$36,509 and $100,668, respectively, and bear interest based upon (at the
Company's option) (i) the Base Rate (defined as the higher of (a) the prime
rate and (b) the federal funds rate plus 0.5%) plus 3.5% in the case of
U.S. Dollar denominated loans or (ii) the Eurodollar Rate (Reserve
Adjusted) as defined in the New Credit Agreement plus 5% in the case of
Euro denominated loans. On December 15, 2000, the Company made a principal
prepayment of $915 on the Tranche A Term Loan, bringing the outstanding
balance to $35,594.

The Special Loan is in the amount of $100,000 and bears interest at the
rate of 16%, which is capitalized as part of the principal balance in lieu
of being paid in cash. The loan is repayable in four annual installments of
$25,000 plus capitalized interest thereon, commencing November 30, 2002.

Any time an event of default (as defined in the New Credit Agreement)
exists, the interest rates on the loans may be increased by 3%.

In consideration for establishing the New Credit Agreement, the Company
paid certain fees and expenses to the bank group and issued to them Series
A Warrants to purchase 678,334 shares of New Common Stock of the Company at
an exercise price of $0.01 per share. The Company also issued to the bank
group New Preferred Stock with an aggregate liquidation preference of $100
and quarterly dividends at an annual rate of 16%. The holders of the New
Preferred Stock are entitled to appoint two directors to the board of
directors of the Company. In the event of a default under the New Credit
Agreement, the holders of the New Preferred Stock, voting as a separate
class, would be entitled to elect a majority of the directors on the board
of directors of the Company.

Indebtedness of the Company under the New Credit Agreement is secured by
(i) a first perfected security interest in and lien on substantially all of
the real and personal property assets of the Company's direct and indirect
material majority-owned U.S. subsidiaries, (ii) a pledge of 100% of the
stock of the Company's direct and indirect material majority-owned U.S.
subsidiaries, and (iii) a pledge of 65% of the capital stock of the
Company's first-tier material foreign subsidiaries and (b) was guaranteed
by all of the Company's direct and indirect material majority-owned U.S.
subsidiaries.

The Company may voluntarily prepay the loans, in whole or in part, without
penalty except for the Special Loan, which carries a prepayment penalty if
paid off prior to August 2002. The Company is also required to apply
against the loans (i) all net cash proceeds from sales of assets, (ii) all
insurance proceeds (with certain exceptions), (iii) all net proceeds from
the sale or issuance of debt or equity (with certain exceptions) and (iv) a
percentage of excess cash flow (as defined in the New Credit Agreement) for
each fiscal year commencing with the year ending November 30, 2002.

The New Credit Agreement requires the Company to meet certain consolidated
financial tests, including the maintenance of minimum levels of EBITDA,
fixed charge coverage ratios and interest coverage ratios (all as defined
in the New Credit Agreement), the maintenance of maximum senior debt and
total debt leverage ratios, and maximum levels of capital expenditures. The
New Credit Agreement also contains covenants which, among other things,
limit the incurrence of additional indebtedness, payment of dividends,
transactions with affiliates, asset sales, acquisitions, investments,
mergers and consolidations, prepayments and amendments of other
indebtedness, liens and encumbrances and other matters customarily
restricted in such agreements.

At May 31, 2001, the Company was in violation of two of its financial
covenants under the bank credit agreement. The bank group permanently
waived this violation and modified, or suspended the requirement for
compliance with, the financial covenants relating to the remainder of
fiscal 2001 and the first three quarters of fiscal 2002. The Company agreed
to reduce the total availability under the revolving facility from $47,765
to $35,000. This reduction of $12,765 represents a portion of that part of
the facility for which the Company believes it will have no use in the
forseeable future. While the Company currently expects to remain in
compliance with the adjusted covenants and to satisfy the financial tests
in the future, its ability to do so may be affected by events beyond its
control. Therefore, there can be no assurance that the Company will satisfy
such financial tests or that it will be able to obtain amendments to the
New Credit Agreement, if so needed, to avoid default. In the event of
default, the lenders could elect to declare all amounts borrowed under the
New Credit Agreement to be due and payable immediately.

At May 31, 2001, the aggregate amount outstanding under the revolving
facility was $21,249, including $1,749 of outstanding letters of credit.
This amount is classified as long-term debt as the Company has the ability
(under the terms of the agreement) and the intent to finance this
obligation beyond one year. Total availability under the revolving facility
at May 31, 2001 was $47,765, of which $26,516 was unused. Any balances
outstanding under the New Credit Agreement are repayable in full on
September 20, 2005.

4. New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities" was issued in June 1998.
SFAS No. 133 establishes a new model for accounting for derivatives in the
balance sheet as either assets or liabilities and measures them at fair
value. Certain disclosures concerning the designation and assessment of
hedging relationships are also required. Additionally, the Securities and
Exchange Commission has issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition", that deals with principles of revenue recognition.
The Financial Accounting Standards Board Emerging Issues Task Force
("EITF") has released Issue No. 00-10, "Accounting for Shipping and
Handling Fees and Costs." EITF 00-10 creates a framework for accounting for
shipping and handling fees and costs. The adoption of these statements as
of November 1, 2000 had no material impact on the Company's financial
statements.

5. Segment Reporting

For the three and six month periods ended May 31, 2001 and 2000, the
Company had only one reportable industry segment-the design, manufacture
and servicing of petroleum dispensing systems. The Company has two
reportable operating segments: North America and Europe/Africa. The
accounting policies of these segments are the same as described in the
summary of significant accounting policies in the Company's Form 10-K for
the year ended November 30, 2000. The Company evaluates the performance of
each operating segment based upon income from operations before merger and
acquisition costs and other unusual items. The Company's selling, general,
and administrative expenses are charged to each segment based upon the
operating segment where the costs are incurred. Segment results for the
three and six month periods ended May 31, 2001 and 2000 are summarized in
the tables below.

<TABLE>
<CAPTION>

SEGMENT REPORTING


                                             Successor Company

Three months ended                       North
May 31, 2001                          America (1)      Europe/Africa     Eliminations      Consolidated
------------                        ----------------  ----------------  ----------------  ----------------

<S>                                        <C>               <C>                    <C>         <C>
Customer sales                             $ 45,218          $ 76,568               $ -         $ 121,786
Intercompany sales                              583                 4              (587)                -
Depreciation and amortization                 5,302             4,996            (1,254)            9,044
Operating profit (loss), before
merger and acquisition costs and
other unusual items                          (6,456)            3,776             1,133            (1,547)
Total assets                              $ 534,589         $ 239,452        $ (315,362)        $ 458,679


                                             Predecessor Company

Three months ended                       North
May 31, 2000                          America (1)      Europe/Africa     Eliminations      Consolidated
------------                        ----------------  ----------------  ----------------  ----------------
Customer sales                             $ 50,343          $ 84,494               $ -         $ 134,837
Intercompany sales                            1,395                59            (1,454)                -
Depreciation and amortization                 2,799             3,711                 -             6,510
Operating profit (loss), before
merger and acquisition costs and
other unusual items                          (5,076)            3,094                 2            (1,980)
Total assets                              $ 607,268         $ 359,854        $ (352,133)        $ 614,989


                                             Successor Company

Six months ended                         North
May 31, 2001                          America (1)      Europe/Africa     Eliminations      Consolidated
------------                        ----------------  ----------------  ----------------  ----------------
Customer sales                             $ 89,365         $ 153,661               $ -         $ 243,026
Intercompany sales                            1,181               619            (1,800)                -
Depreciation and amortization                 7,323             7,717             1,913            16,953
Operating profit (loss), before
merger and acquisition costs and
other unusual items                          (8,707)            6,910            (2,007)           (3,804)
Total assets                              $ 534,589         $ 239,452        $ (315,362)        $ 458,679


                                             Predecessor Company

Six months ended                         North
May 31, 2000                          America (1)      Europe/Africa     Eliminations      Consolidated
------------                        ----------------  ----------------  ----------------  ----------------
Customer sales                            $ 100,805         $ 166,444               $ -         $ 267,249
Intercompany sales                            2,148               472            (2,620)                -
Depreciation and amortization                 5,557             7,027                 -            12,584
Operating profit (loss), before
merger and acquisition costs and
other unusual items                         (10,667)            5,097              (155)           (5,725)
Total assets                              $ 607,268         $ 359,854        $ (352,133)        $ 614,989


(1) Includes corporate headquarters

Reconciliation from segment information to consolidated statement of
earnings:
</TABLE>


<TABLE>
<CAPTION>

                                                         Successor        Predecessor        Successor        Predecessor
                                                          Company           Company           Company           Company
                                                      ----------------------------------  ----------------------------------
                                                             Three months ended                   Six months ended
                                                                   May 31,                             May 31,
                                                      ----------------------------------  ----------------------------------
                                                           2001              2000              2001              2000
                                                      ----------------  ----------------  ----------------  ----------------
<S>                                                          <C>               <C>               <C>               <C>
Segment operating loss                                       $ (1,547)         $ (1,980)         $ (3,804)         $ (5,725)
Merger and acquisition costs and other unusual items           (2,218)           (2,723)           (2,950)           (5,448)
                                                      ----------------  ----------------  ----------------  ----------------
Consolidated operating loss                                  $ (3,765)         $ (4,703)         $ (6,754)        $ (11,173)
</TABLE>

6. Comprehensive Loss

The table below summarizes comprehensive loss for the three and six month
periods ended May 31, 2001 and 2000.

<TABLE>
<CAPTION>

                                                        Successor        Predecessor        Successor        Predecessor
                                                         Company           Company           Company           Company
                                                     ----------------------------------------------------------------------
                                                             Three months ended                  Six months ended
                                                                  May 31,                             May 31,
                                                          2001               2000             2001               2000
                                                     ----------------------------------  ----------------------------------

<S>                                                        <C>               <C>               <C>               <C>
Net loss                                                   $ (13,026)        $ (17,351)        $ (24,401)        $ (37,856)
Other comprehensive loss:
        Foreign currency translation adjustments              (6,677)           (5,679)           (1,636)          (10,933)
                                                     ----------------   ---------------  ----------------   ---------------
Comprehensive loss                                         $ (19,703)        $ (23,030)        $ (26,037)        $ (48,789)
                                                     ================   ===============  ================   ===============

</TABLE>


7. Restructuring Charges

In 1998, the Company acquired the RPS division of Schlumberger ("RPS").
Included in accrued liabilities are certain costs the Company will incur to
effect an integration and rationalization plan for the RPS operations.
These costs represent involuntary termination and other closure costs in
connection with closing redundant manufacturing and service operations.
These accrued costs do not include costs associated with consolidation of
previously existing Tokheim subsidiaries, which are expensed as incurred or
separately accrued once all criteria for accrual are met, nor do these
costs benefit future periods. The integration and rationalization plan was
completed at November 30, 2000. The Company expects the final cash payments
related to the integration and rationalization plan to be completed by the
end of fiscal 2001. The table below summarizes the accrued liability
activity by major category and initiative for the three and six month
periods ended May 31, 2001. Approximately $4,312 of the original liability
was unused at October 31, 2000 and recorded as a reduction of goodwill.
Charges to the accrual for the three month period ended May 31, 2001
amounted to approximately $17, offset by $1,063, due to currency
fluctuations.

<TABLE>
<CAPTION>

                                                    November 30,      Charges      February 28,      Charges        May 31,
                                                        2000       to Accrual          2001       to Accrual          2001
                                                 ------------------------------------------------------------------------------
<S>                                                  <C>           <C>             <C>              <C>             <C>
Involuntary employee termination benefits.......     $   1,122     $  (1,068)      $     54         $    1,046      $  1,100
                                                  -----------------------------------------------------------------------------
Total accrued integration and rationalization
costs..........................................      $   1,122     $  (1,068)      $     54         $    1,046      $  1,100
                                                  =============================================================================
</TABLE>



During 1999, as a result of the continuing integration and rationalization
of the RPS Division with other business units, the Company accrued
approximately $2,700 as a charge to operations to establish an accrual for
involuntary termination benefits and related costs for approximately 69
employees that served in primarily service and administration roles at
various service facilities in France. This amount also included amounts for
lease termination and other exit costs and was added to an amount of $340
that remained accrued at November 30, 1999 for pension payments due to
retirees who formerly worked at the Company's Glenrothes, Scotland
facility.

The table below summarizes the accrued liability activity by major category
and initiative for the three and six month periods ended May 31, 2001.

<TABLE>
<CAPTION>

                                                    November 30,      Charges      February 28,      Charges        May 31,
                                                        2000       to Accrual          2001       to Accrual          2001
                                                  ----------------------------------------------------------------------------
<S>                                                   <C>           <C>             <C>           <C>              <C>
Involuntary employee termination benefits.........    $    341      $      (3)      $      338    $      (43)      $    295
Facility closure and other closure costs..........         209            (37)             172           (30)           142
                                                  -------------------------------------------------------------------------------
Total accrued integration and rationalization
costs............................................     $    550      $     (40)      $      510    $      (73)      $    437
                                                  ===============================================================================
</TABLE>

The Company expects the final cash payments related to the finalization of
these initiatives to be made during 2001.

8. Earnings per Share

The Company presents two earnings per share ("EPS") amounts, Basic and
Diluted. Basic EPS is calculated based on earnings available to common
shareholders and the weighted average number of common shares outstanding
during the reported period. Diluted EPS includes additional dilution from
potential common stock, such as stock issuable pursuant to conversion of
preferred stock or the exercise of stock options and warrants outstanding.
The incremental shares from the conversion of preferred stock and exercise
of stock options and warrants were not included in computing diluted EPS
for the three and six month periods ended May 31, 2001 and 2000, since the
effect of such is antidilutive during periods when a loss from continuing
operations is reported.

Pursuant to the Plan, the Old Common Stock was cancelled and 4,500,000
shares of New Common Stock were to be issued and outstanding following the
exchange of the junior and senior subordinated notes of the Old Tokheim.

For the three and six months ended May 31, 2001, the weighted average of
potentially issuable common shares included 678,334 shares related to
warrants issued to the bank group. For the three and six months ended May
31, 2000, the weighted average of potentially issuable common shares
included 785,702 shares of convertible preferred stock outstanding and
2,517,605 shares related to warrants issued to Schlumberger.

9. Change in Senior Management

The Company intimated on March 29, 2001 that Douglas K. Pinner had
announced his intention to step down as Chairman, President and Chief
Executive Officer and that the Company was initiating a search for a new
Chief Executive Officer. In conjunction with this decision, the Company's
Board of Directors has selected George A. Helland, Jr., an existing Board
member, to serve as Chairman and Chief Executive Officer while Tokheim
conducts this search. While the Company intends to name a new Chief
Executive Officer as soon as practicable, there can be no assurance that
the change in senior management and related uncertainties will not
adversely affect the Company's operating results and financial condition
during the period until a new Chief Executive Officer is appointed and
afterward.

In conjunction with this change in senior management, outstanding stock
options issued to Douglas K. Pinner were cancelled, as the required vesting
period had not passed. The terms of Mr. Pinner's separation agreement have
been finalized and all additional related liabilities have been accrued in
the quarter ended May 31, 2001.

10. Fresh Start Accounting

In connection with its emergence from bankruptcy, the Company adopted fresh
start accounting, as of October 31, 2000, in accordance with the
requirements of SOP 90-7.

In applying "fresh start accounting", the value of the Successor Company
was allocated to the Company's net assets in conformity with the guidance
specified by Accounting Principles Board Opinion No. 16, Business
Combinations. SOP 90-7 required a determination of the Company's
reorganization value, representing the fair value of all of the Company's
assets and liabilities, and an allocation of such values to the assets and
liabilities based on their relative fair values with the excess of
reorganization value over market values recorded as an intangible asset. As
a result, the carrying values of the Company's assets and liabilities were
adjusted to fair value as of October 31, 2000. Reorganization value in
excess of amounts allocable to identifiable assets of approximately
$162,757 was recorded at October 31, 2000 and is being amortized on a
straight-line basis over ten years. The application of SOP 90-7 resulted in
the creation of a new reporting entity having no retained earnings or
accumulated deficit.

For the purpose of the Plan, the reorganization equity value was estimated
to be $50,000, based in part on management's estimate of future operating
results. The reorganization value necessarily assumes that the Successor
Company will achieve its estimated future operating results in all material
respects. If such results are not achieved, the value of the Successor
Company that is ultimately realized could be materially different.

The Plan had a significant impact on the financial statements of the
Successor Company, including the creation of a new reporting entity upon
emergence from bankruptcy through the application of fresh start accounting
pursuant to SOP 90-7. Accordingly, the Company's post-reorganization
balance sheets, statements of earnings and statements of cash flows, which
reflect the application of fresh start accounting, have not been prepared
on a basis consistent with the pre-reorganization financial statements and
are not comparable in all respects to the financial statements prior to the
reorganization. For accounting purposes, the inception date of the
Successor Company is deemed to be November 1, 2000.

11. Merger and Acquisition Costs and Other Unusual Items

The components of merger and acquisition costs and other unusual items for
the three and six month periods ended May 31, 2001 and May 31, 2000 are as
follows:

<TABLE>
<CAPTION>

                                                             Three months ended                  Six months ended
                                                                  May 31,                            May 31,
                                                       -------------------------------    -------------------------------
                                                           2001              2000             2001              2000
                                                       --------------    -------------    --------------    -------------

<S>                                                      <C>              <C>             <C>                <C>
Employee compensation and expenses related to the
RPS integration plan................................     $   1,830        $     665       $    2,203         $    1,208
Lease cancellation and other facility expenses......            49               27               95                 74
Increased warranty and other product related costs...                           149                                 408
Legal and professional fees..........................           12               33               26                321
Credit agreement fees................................                                                             1,556
Reorganization.......................................          132              549              429                549
Litigation settlements...............................                           123                                 123
Other................................................          195            1,177              197              1,209
                                                       --------------    -------------    --------------    -------------
Total                                                    $   2,218        $   2,723       $    2,950         $    5,448
                                                       ==============    =============    ==============    =============
</TABLE>

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

General

Tokheim Corporation, including its subsidiaries ("Tokheim" or the
"Company"), is the world's largest manufacturer and servicer of electronic
and mechanical petroleum dispensing systems. These systems include
petroleum dispensers and pumps, retail automation systems (including
point-of-sale ("POS") systems), dispenser payment or "pay-at-the-pump"
terminals, replacement parts and upgrade kits. The Company provides
products and services to customers in more than 80 countries. The Company
is the largest supplier of petroleum dispensing systems in Europe, Africa,
Canada, and Mexico, and one of the largest in the United States. The
Company also has established operations in Asia and Latin America.

Results of Operations

The Company emerged from its Chapter 11 proceedings and adopted "fresh
start accounting" as of October 31, 2000 (see Note 2 to the consolidated
condensed financial statements). Therefore, the Company's financial
statements after this date reflect a new reporting entity (the "Successor
Company") and are not directly comparable to the financial statements of
prior periods. The principal comparative differences between the three and
six month periods ended May 31, 2001 and 2000 relate to the impact of the
changes to the Company's capital structure, changes in indebtedness, and
the revaluation of the Company's assets and liabilities to reflect the
reorganization value at the Effective Date. The changes primarily affect
depreciation and amortization expense and interest expense in the Company's
results of operations after the Effective Date. However, for the purposes
of comparative analysis, the following discussion of the operating results
of the Company compares the operating results of the three and six month
periods ended May 31, 2001 for the Successor Company and the results of the
three and six month periods ended May 31, 2000 for the Predecessor Company.
The operations (net sales, gross margin, and selling, general and
administrative expenses) of the Successor and Predecessor Companies were
substantially similar and the comparison of those items is meaningful to
the understanding of the business.

Consolidated net sales for the three month period ended May 31, 2001 were
$121,786 compared to $134,837 for the comparable 2000 three month period.
Sales for North America decreased by 10.2% for the period to $45,218 in
2001 from $50,343 in 2000. This decrease was primarily due to a decline in
the distributor (Jobber) channel. European and African sales decreased by
9.4% to $76,568 in 2001 from $84,494 in 2000. Of the $7,926 reduction,
$7,598 was attributable to weakening foreign currency rates relative to the
U.S. Dollar, particularly in Europe.

Consolidated net sales for the six month period ended May 31, 2001 were
$243,026 compared to $267,249 for the comparable 2000 six month period.
Sales for North America decreased by 11.3% for the period to $89,365 in
2001 from $100,805 in 2000. This decrease was primarily due to a decline in
the distributor (Jobber) channel. European and African sales decreased by
7.7% to $153,661 in 2001 from $166,444 in 2000. Of the $12,783 reduction,
$9,895 was attributable to weakening foreign currency rates relative to the
U.S. Dollar, particularly in Europe, for the six months ended May 31, 2001.

Gross margins as a percent of sales (defined as net sales less cost of
sales, divided by net sales) increased to 22.7% in the three month period
ended May 31, 2001 from 21.5% in the 2000 three month period. For the six
month period ended May 31, gross margins increased from 21.3% in 2000 to
21.9% in 2001.

Selling, general, and administrative ("SG&A") expenses as a percent of
sales for the three and six month periods ended May 31, 2001 were 16.5% and
16.4%, respectively, compared to 18.1% and 18.8% in the three and six month
periods of 2000. This decrease as a percentage of sales is due to the
realization of the plan of integration and rationalization. SG&A expenses
have decreased from $24,456 in the three month period ended May 31, 2000 to
$20,132 in the three month period ended May 31, 2001. SG&A expenses have
decreased from $50,176 in the six month period ended May 31, 2000 to
$39,961 in the six month period ended May 31, 2001. These decreases are due
to the realization of the plan of integration and rationalization and
foreign currency fluctuations.

Depreciation and amortization expense for the three and six month periods
ended May 31, 2001 was $9,044 and $16,953, respectively, in contrast with
$6,510 and $12,584 in the comparable 2000 periods. These increases were
primarily attributable to the reorganization of the Predecessor Company and
the associated revaluation of fixed assets to fair value, which has
resulted in higher depreciation expense for 2001. The Successor Company
also recorded reorganization value in excess of amounts allocable to
identifiable assets, which has a shorter amortization period than goodwill
recorded by the Predecessor Company, resulting in higher levels of
amortization.

Merger and acquisition costs and other unusual items were $2,218 and $2,950
for the three and six month periods ended May 31, 2001, respectively,
compared to $2,723 and $5,448 for the same periods in 2000. This decrease
is due to higher costs having been incurred in 2000 related to the plan of
integration and rationalization and the write off of credit agreement fees
related to prior credit agreements.

Net interest expense for the three and six month periods ended May 31, 2001
was $8,835 and $18,057, respectively, compared to $14,875 and $29,522 in
the same periods of 2000. This decrease is primarily attributable to
reduced debt levels resulting from the discharge of the Predecessor
Company's senior and junior subordinated notes.

Foreign currency loss for the three and six month periods ended May 31,
2001 was $762 and $507, respectively, in contrast with foreign currency
gains of $28 and $197 in the same periods of 2000.

Other income, net for the three and six month periods ended May 31, 2001
was $940 and $1,992, respectively, compared to $718 and $1,008 in the same
periods of 2000. This increase was due to proceeds from life insurance
policies and the reduction in estimates of certain liabilites, such as
foreign Value Added Tax.

Income tax for the three and six month periods ended May 31, 2001 was an
expense of $431 and $893, respectively, compared to benefits of $1,532 and
$1,683 in the same periods of 2000. These increases are related to profits
earned in foreign tax jurisdictions.

As a result of the above mentioned items, loss applicable to common stock
of the Successor Company was $13,394 or $2.98 per diluted common share for
the three months ended May 31, 2001, compared to a loss applicable to
common stock of the Predecessor Company of $17,732 or $1.40 per diluted
common share for the same period in 2000. Loss applicable to common stock
of the Successor Company was $25,151 or $5.59 per diluted common share for
the six months ended May 31, 2001, compared to a loss applicable to common
stock of the Predecessor Company of $38,624 or $3.05 per diluted common
share for the same period in 2000.

Liquidity and Capital Resources

Cash provided from operations for the six month period ended May 31, 2001
was $121 versus cash used in operations of $10,237 in the same period of
2000. This increase was caused principally by a decrease in the net loss
from $37,856 in the six month period ended May 31, 2000 to $24,401 in the
six month period ended May 31, 2001.

Cash used in investing activities for the six month period ended May 31,
2001 was $4,709 compared to a cash usage of $4,497 in the same period of
2000.

Cash provided from financing activities for the six month period ended May
31, 2001 was $9,676 compared to cash provided in the same 2000 period of
$18,512. The cash provided in the 2000 period was primarily attributable to
increased borrowings from the Company's revolving credit facility.

The Reorganization

The Company's Chapter 11 reorganization became effective as of October 20,
2000. Under the Plan:

o    the holders of approximately $190,438 of senior subordinated notes and
     other unsecured creditors will receive, assuming a full exchange,
     4,410,000 shares of New Common Stock representing approximately 85% of
     the equity value of the reorganized Company subject to dilution for
     warrants to existing shareholders and management options;

o    the holders of approximately $49,194 of junior subordinated notes will
     receive, assuming a full exchange, 90,000 shares of New Common Stock
     representing approximately 2% of the equity value of the reorganized
     Company, as well as Series B Warrants to acquire 555,556 shares of New
     Common Stock at an exercise price of $30.00 per share;

o    members of the bank group received Series A Warrants to acquire
     678,334 of New Common Stock at an exercise price of $0.01 per share;

o    members of the bank group received Series A Senior Preferred Stock
     with an aggregate liquidation preference of $100 and dividends with an
     annual rate of 16%.

The Company also entered into a New Credit Agreement as of the Effective
Date. A portion of the proceeds from these facilities was used to repay all
outstanding borrowings under the Company's bank loans. The New Credit
Agreement, totaling $284,942, consists of:

o    Tranche A Term Loan in an amount of $36,509 due in September 2005;

o    Tranche B Term Loan in an amount of $100,668 due in September 2005;

o    Special Loan in an amount of $100,000 due in four annual installments
     of $25,000 plus interest thereon, commencing in November 2002;

o    Revolving credit facility in an amount of $47,765 due in September
     2005, of which $17,613 was outstanding at February 28, 2001.

Interest rates on the new credit facilities are as follows:

o    the Tranche A and Tranche B Term Loans bear interest based upon (at
     the Company's option) (i) the Base Rate (defined as the higher of (a)
     the prime rate and (b) the federal funds rate plus 0.5%) plus 3.5% in
     the case of U.S. Dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 5% in
     the case of Euro denominated loans;

o    the Special Loan bears interest at the rate of 16%, which is
     capitalized as part of the principal balance in lieu of being paid in
     cash;

o    the revolving credit facility bears interest based upon (at the
     Company's option) (i) the Base Rate (defined as the higher of (a) the
     prime rate and (b) the federal funds rate plus 0.5%) plus 2.5% in the
     case of U.S. Dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 4% in
     the case of Euro denominated loans.

On December 15, 2000, as required under the terms of the loan agreement,
the Company made a prepayment of $915 on the Tranche A Term Loan,
representing net proceeds from the sale of long term assets.

The Future

The Company's principal sources for liquidity in the future are expected to
be cash flow from operations and available borrowings under the New Credit
Agreement. There can be no guarantee, however, that the Company's business
will continue to generate cash flow at or above current levels, that
estimated cost savings or growth will be achieved or that financial ratios
and financial tests under the New Credit Agreement will be met or that the
Company will be able to refinance its existing indebtedness in whole or in
part.

The Company's ability to meet financial ratios and tests in the future may
be affected by events beyond its control. While the Company currently
expects to be in compliance with the covenants and satisfy the financial
ratios and tests in the future, there can be no guarantee that the Company
will meet such financial ratios and tests or that it will be able to obtain
future amendments to the New Credit Agreement, if so needed, to avoid a
default. In the event of a default, the lenders could elect to declare all
amounts borrowed under the New Credit Agreement to be due and payable
immediately. In addition, the New Credit Agreement limits the ability of
the Company and its subsidiaries to, among other things: incur additional
debt; pay dividends on capital stock or repurchase capital stock or make
certain other restricted payments; use the proceeds of certain asset sales;
make certain investments; create liens on assets to secure debt; enter into
transactions with affiliates; merge or consolidate with another company;
and transfer and sell assets.

New Accounting Pronouncements

Accounting pronouncements recently issued by the Financial Accounting
Standards Board, American Institute of Certified Public Accountants and
Financial Accounting Standards Board Emerging Issues Task Force had no
material impact on the Consolidated Condensed Financial Statements as of
May 31, 2001.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On August 11, 2000, the Company settled out of court a claim asserted by
the four former shareholders of Management Solutions, Inc. for an amount of
$7,000. As a condition of the settlement, the award was treated as an
impaired claim, similar to the treatment of the senior and junior
subordinated notes in the bankruptcy proceeding. This award was accrued for
and included as an impaired claim in the calculation of extraordinary gain
on discharge of debt. These impaired claims were paid out in the form of
common stock in the second quarter of 2001.

In September 1998, the Company acquired the RPS Division ("RPS") of
Schlumberger Limited ("Schlumberger"). One of Tokheim's primary
competitors, Gilbarco, now known as Marconi, filed suit, claiming that a
fuel dispenser manufactured by RPS violates its electronics design patent
for fuel dispensers and its programmable multiple blender patent. Tokheim
denies liability for any infringement of the patents and believes that this
infringement breaches Schlumberger's warranty regarding ownership of the
technology. Marconi filed suit in federal court in North Carolina. Marconi
named Schlumberger as a Defendant in this lawsuit and Schlumberger failed
to answer. Marconi moved for a summary judgement against Schlumberger. A
tentative settlement agreement has been reached between Tokheim,
Schlumberger and Marconi regarding this matter. Schlumberger has agreed to
pay a lump sum to Marconi. Tokheim and Marconi have agreed to an allowed
and liquidated claim in the bankruptcy proceeding. Marconi has agreed to
have its claim for infringement impaired in accordance with the
distribution scheme contained in Tokheim's Plan. In addition, Tokheim will
pay a royalty of $50.00 per blender on any blenders used in the Centurion
product on or after November 30, 2000. Tokheim will receive a paid-up
license with respect to the electronics design patent in question. This
settlement is awaiting approval by the Bankruptcy Court.

On October 18, 2000, Schlumberger filed a claim with the Bankruptcy Court
with respect to the Company's acquisition of RPS. The claim, which was
subsequently modified on January 12, 2001, is for various sums allegedly
due to Schlumberger, totaling $10,000. The Company believes that $6,507 of
the claim is valid and had previously provided for that amount. For
accounting purposes, the $6,507 has been treated similarly to the claims of
other impaired unsecured creditors. The Company has not paid this claim as
it has a counter-claim against Schlumberger for amounts due and alleged to
be due to the Company on account of Schlumberger's material breach of
various representations and warranties in connection with the acquisition.
The amount of the Company's claim is in excess of $50,000. The Company has
commenced arbitration proceedings before the International Court of
Arbitration in Paris, France.

As more fully described in Note 21 to the consolidated financial
statements, "Contingent Liabilities," in the Company's Form 10-K, the
Company is defending various claims and legal actions, including claims
relating to the U.S. Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") and other environmental laws, product liability
and various contract and employee matters, some of which may be impaired in
the bankruptcy proceeding. These legal actions primarily involve claims for
damages arising out of the Company's manufacturing operations, product
liability and various contractual and employment issues. Management
believes that the outcome of such pending claims will not, individually or
in the aggregate, have a material adverse effect on the Company's financial
position, results of operations, or cash flows.

Item 6. Exhibits and Reports on Form 8-K

     a. Exhibits

Exhibit
   No.                    Document
-------                   --------

2.1      Filing of a Joint Prepackaged Plan of Reorganization for the
         Company and its U.S. subsidiaries pursuant to Chapter 11 of the
         United States Bankruptcy Code with the United States Bankruptcy
         Court for the District of Delaware (incorporated herein by
         reference to the Company's Current Report on Form 8-K/A dated
         September 11, 2000).

2.2      Confirmation of the Joint Prepackaged Plan of Reorganization for
         the Company and its U.S. subsidiaries pursuant to Chapter 11 of
         the United States Bankruptcy Code with the United States
         Bankruptcy Court for the District of Delaware (incorporated herein
         by reference to the Company's Current Report on Form 8-K dated
         October 16, 2000).

3.1      Amended and Restated Articles of Incorporation of Tokheim
         Corporation, as filed with the Indiana Secretary of State as of
         October 20, 2000 (incorporated herein by reference to the
         Company's Quarterly Report on Form 10-Q, for the quarter ended
         August 31, 2000).

3.2      Amended and Restated Bylaws of Tokheim Corporation, as amended and
         restated as of October 20, 2000 (incorporated herein by reference
         to the Company's Quarterly Report on Form 10-Q, for the quarter
         ended August 31, 2000).

4.1      Post-Confirmation Credit Agreement, dated as of October 20, 2000,
         among Tokheim Corporation, various subsidiaries thereof as
         Borrowers, various financial institutions, AmSouth Bank, as
         Documentation Agent, and ABN AMRO Bank N.V., as Administrative
         Agent (incorporated herein by reference to the Company's Quarterly
         Report on Form 10-Q, for the quarter ended August 31, 2000).

4.2      Series A Warrant Agreement, dated as of October 20, 2000, among
         Tokheim Corporation and the holders of Series A Warrant
         Certificates (incorporated herein by reference to the Company's
         Quarterly Report on Form 10-Q, for the quarter ended August 31,
         2000).

4.3      Series B Warrant Agreement, dated as of October 20, 2000, among
         Tokheim Corporation and Computershare Investor Services, LLC, as
         Warrant Agent (incorporated herein by reference to the Company's
         Quarterly Report on Form 10-Q, for the quarter ended August 31,
         2000).

4.4      Series C Warrant Agreement, dated as of October 20, 2000, among
         Tokheim Corporation and Computershare Investor Services, LLC, as
         Warrant Agent (incorporated herein by reference to the Company's
         Quarterly Report on Form 10-Q, for the quarter ended August 31,
         2000).

4.5      Registration Rights Agreement, dated as of October 20, 2000, among
         Tokheim Corporation and the Holders of Stock to be listed on
         Schedule 1 (incorporated herein by reference to the Company's
         Quarterly Report on Form 10-Q, for the quarter ended August 31,
         2000).

4.6      First Amendment to the Credit Agreement, dated as of March 14,
         2001, among Tokheim Corporation, various subsidiaries thereof as
         Borrowers, various financial institutions, AmSouth Bank, as
         Documentation Agent, and ABN AMRO Bank N.V., as Administrative
         Agent (incorporated herein by reference to the Company's Quarterly
         Report on Form 10-Q, for the quarter ended February 28, 2001).

4.7      Second Amendment to the Credit Agreement, dated as of July 23,
         2001, among Tokheim Corporation, various subsidiaries thereof as
         Borrowers, various financial institutions, AmSouth Bank, as a
         Lender and as Documentation Agent, and ABN AMRO Bank N.V., as a
         Lender and as Administrative Agent.

10.1     Tokheim Corporation Supplemental Executive Retirement Plan
         (incorporated herein by reference to the Company's Report on Form
         10-Q, for the quarter ended August 31, 1999).

10.2     Employment Agreement, dated July 15, 1999, between Tokheim
         Corporation and Douglas K. Pinner (incorporated herein by
         reference to the Company's Report on Form 10-Q, for the quarter
         ended August 31, 1999).

10.3     Employment Agreement, dated May 15, 2000, between Tokheim
         Corporation and Robert L. Macdonald (incorporated herein by
         reference to the Company's Quarterly Report on Form 10-Q/A, for
         the quarter ended May 31, 2000).

10.4     Employment Agreement, dated July 15, 1999, between Tokheim
         Corporation and Jacques St-Denis (incorporated herein by reference
         to the Company's Report on Form 10-Q, for the quarter ended August
         31, 1999).

10.5     Employment Agreement, dated July 15, 1999, between Tokheim
         Corporation and Norman L. Roelke (incorporated herein by reference
         to the Company's Report on Form 10-Q, for the quarter ended August
         31, 1999).

10.6     Employment Agreement, dated July 15, 1999, between Tokheim
         Corporation and Scott A. Swogger (incorporated herein by reference
         to the Company's Report on Form 10-Q, for the quarter ended August
         31, 1999).

10.7     Technology License Agreement, effective as of December 1, 1997,
         between Tokheim Corporation and Gilbarco, Inc. (incorporated
         herein by reference to the Company's Annual Report on Form 10-K,
         for the year ended November 30, 1997).

10.8     Tokheim Corporation Management Option Plan (incorporated herein by
         reference to the Company's Quarterly Report on Form 10-Q, for the
         quarter ended August 31, 2000).

10.9     Form of Incentive Stock Option Agreement under Tokheim Corporation
         Management Option Plan (incorporated herein by reference to the
         Company's Quarterly Report on Form 10-Q, for the quarter ended
         August 31, 2000).

10.10    Incentive Stock Option Agreement under Tokheim Corporation
         Management Option Plan, dated as of October 20, 2000, among
         Tokheim Corporation and Douglas K. Pinner (incorporated herein by
         reference to the Company's Quarterly Report on Form 10-Q, for the
         quarter ended August 31, 2000).

     b. Reports on Form 8-K

1.1      Tokheim filed a Current Report on Form 8K, pursuant to Item 4
         thereof, on May 25, 2001, reporting the resignation of
         PricewaterhouseCoopers LLP as the Company's independent public
         accountant.

1.2      Tokheim filed a Current Report on Form 8K/A, pursuant to Item 4
         thereof, on May 30, 2001, reporting the resignation of
         PricewaterhouseCoopers LLP as the Company's independent public
         accountant.

1.3      Tokheim filed a Current Report on Form 8K, pursuant to Item 4
         thereof, on June 18, 2001, reporting the engagement of Ernst &
         Young LLP as the Company's independent public accountant,
         effective June 12.


SIGNATURES

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.


                                          TOKHEIM CORPORATION


Date: July 23, 2001                       /S/ ROBERT L. MACDONALD
                                          -------------------------------
                                          Executive Vice-President,
                                          Finance and Chief Financial Officer




Exhibit Index

4.7      Second Amendment to the Credit Agreement, dated as of July 23,
         2001, among Tokheim Corporation, various subsidiaries thereof as
         Borrowers, various financial institutions, AmSouth Bank, as a
         Lender and as Documentation Agent, and ABN AMRO Bank N.V., as a
         Lender and as Administrative Agent.