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 February 28, 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 February 28, 2001, 2,552,907 shares of voting common stock were
outstanding.

The exhibit index is located on page 10.


Item 1.  Financial Statements


<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
===================================================================================================
Consolidated Condensed Balance Sheet
(Amounts in thousands except data per share)


                                                                          Successor
                                                                           Company
                                                             --------------------------------------
                                                             February 28, 2001    November 30, 2000
                                                             -----------------    -----------------
Assets
Current assets:

<S>                                                              <C>              <C>
Cash and cash equivalents                                        $  12,308        $  8,946
Accounts receivable, net                                           112,409         110,820
Inventories:
     Raw materials, service parts and supplies                      64,334          57,498
     Work in process                                                12,531          12,497
     Finished goods                                                  7,173           8,485
                                                             --------------   -------------
                                                                    84,038          78,480
Other current assets                                                12,571           9,767
                                                             --------------   -------------
     Total current assets                                          221,326         208,013

Property, plant and equipment, at cost:
     Land and land improvements                                      5,571           5,536
     Buildings and building improvements                            24,589          23,950
     Machinery and equipment                                        40,823          37,355
     Construction in progress                                        3,903           5,493
                                                             --------------   -------------
                                                                    74,886          72,334
Less:Accumulated Depreciation                                        4,041             310
                                                             --------------   -------------
                                                                    70,845          72,024

Reorganization value in excess of amounts allocable to
  identifiable assets, net                                         157,332         161,401
Intangible assets, net                                              10,720           9,496
Other assets                                                        10,077          10,927
                                                             --------------   -------------
        Total assets                                             $ 470,300       $ 461,861
                                                             ==============   =============

Liabilities and Shareholders' Equity

Current maturities of other long term debt                       $   3,121       $   2,512
Cash overdrafts                                                     14,654          12,061
Accounts payable                                                    63,776          61,609
Accrued expenses                                                    70,872          72,608
                                                             --------------   -------------
   Total current liabilities                                       152,423         148,790

Notes payable, bank credit agreement                               251,746         240,238
Other long term debt, less current maturities                        2,450           2,988
Post-retirement benefit liability                                   19,281          18,880
Other long-term liabilities                                          1,251           1,164
                                                             --------------   -------------
                                                                   427,151         412,060

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

New preferred stock, at liquidation preference of $10 per
share, 100 authorized and issued                                       100             100
Treasury stock, at cost                                             (2,429)         (2,494)
                                                             --------------   -------------
   Total preferred equity                                           10,290          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)                              4,418            (623)
Retained earnings (accumulated deficit)                            (11,334)            424
Additional paid in capital                                          27,076          27,076
                                                             --------------   -------------
           Total shareholders' equity                               32,859          39,576
                                                             --------------   -------------

     Total liabilities and shareholders' equity                  $ 470,300       $ 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 Earnings
(Amounts in thousands except data per share)

                                                                           Successor                   Predecessor
                                                                            Company                      Company
                                                                   --------------------------   ---------------------------
                                                                      Three months ended            Three months ended
                                                                       February 28, 2001            February 29, 2000
                                                                   --------------------------   ---------------------------

<S>                                                                                <C>                           <C>
Net sales                                                              $             121,239          $            132,412
Cost of sales, exclusive of items listed below                                        95,759                       104,362
Selling, general, and administrative expenses                                         19,829                        25,721
Depreciation and amortization                                                          7,909                         6,074
Merger and acquisition costs and other unusual items                                     732                         2,725
                                                                   --------------------------   ---------------------------

Operating loss                                                                        (2,990)                       (6,470)
Interest expense, net                                                                  9,222                        14,648
Foreign currency gain                                                                   (255)                         (169)
Minority interest in subsidiaries                                                          9                            (2)
Other income, net                                                                     (1,053)                         (290)
                                                                   --------------------------   ---------------------------

Loss before income taxes                                                             (10,913)                      (20,657)
Income tax expense (benefit)                                                             462                          (106)
                                                                   --------------------------   ---------------------------

Net loss                                                                             (11,375)                      (20,551)
Preferred stock dividends                                                               (383)                         (388)

                                                                   --------------------------   ---------------------------
Loss applicable to common stock                                        $             (11,758)         $            (20,939)
                                                                   ==========================   ===========================

Loss per common share:
        Basic
             Net loss                                                  $               (2.61)         $              (1.65)
                                                                   ==========================   ===========================
             Weighted average shares outstanding*                                      4,500                        12,669
                                                                   ==========================   ===========================

        Diluted
             Net loss                                                  $               (2.61)         $              (1.65)
                                                                   ==========================   ===========================
             Weighted average shares outstanding*                                      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 Statement of Cash Flows
(Amounts in thousands except data per share)
                                                                                Successor                Predecessor
                                                                                 Company                   Company
                                                                         ------------------------   -----------------------
                                                                           Three months ended         Three months ended
                                                                            February 28, 2001         February 29, 2000
                                                                         ------------------------   -----------------------

Cash flows from operating activities:
<S>                                                                             <C>                     <C>
     Net loss                                                                   $       (11,375)        $          (20,551)
     Adjustments to reconcile net earnings (loss) to net cash
       provided from (used in) operating activities:
           Payment in kind interest                                                        4,073                     1,351
           Depreciation and amortization                                                   7,909                     6,074
           (Gain) loss on sale of equipment                                                    4                       (30)
           Deferred income taxes                                                              73                       (21)
     Changes in assets and liabilities:
           Receivables, net                                                                2,895                    44,291
           Inventories                                                                    (3,263)                   (1,477)
           Other current assets                                                           (2,372)                   (5,826)
           Accounts payable                                                                  102                   (16,128)
           Accrued expenses                                                               (2,679)                  (14,328)
           Other                                                                           1,487                    (1,401)
                                                                         ------------------------   -----------------------
Net cash used in operations                                                               (3,146)                   (8,046)
                                                                         ------------------------   -----------------------

Cash flows from investing activities:
           Property, plant, and equipment additions                                       (1,594)                   (1,361)
           Proceeds from the sale of property, plant, and equipment                           53                        80
           Other                                                                            (288)                   (1,173)
                                                                         ------------------------   -----------------------
Net cash used in investing activities                                                     (1,829)                   (2,454)
                                                                         ------------------------   -----------------------

Cash flows from financing activities:
           Decrease in other debt                                                           (196)                   (2,312)
           Net increase in notes payable banks                                             7,085                     8,253
           Net increase in cash overdraft                                                  1,901                     1,230
           Debt issuance costs                                                                 -                      (521)
           Other                                                                              65                       (84)
           Preferred stock dividends                                                        (383)                     (388)
                                                                         ------------------------   -----------------------
Net cash provided from financing activities                                                8,472                     6,178
                                                                         ------------------------   -----------------------

Effect of translation adjustments on cash                                                   (135)                    3,135

           Increase (decrease) in cash and cash equivalents                                3,362                    (1,187)
           Cash and cash equivalents:
           Beginning of period                                                             8,946                    14,437
                                                                         ------------------------   -----------------------
           End of period                                                        $         12,308        $           13,250
                                                                         ========================   =======================

           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 month
interim period ended February 28, 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 Euro, 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, including 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 the Company defaults under the New
Credit Agreement, the holders of the New Preferred Stock, voting as a
separate class, will 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 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)
the 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, the
maintenance of a fixed charge coverage ratio and interest coverage ratio
(all as defined in the New Credit Agreement), to stay below certain maximum
senior debt and total debt leverage ratios, and to stay below certain
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.

As at February 28, 2001, the Company had satisfied its financial tests.
While the Company currently expects to remain in compliance with the
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 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.

At February 28, 2001, the aggregate amount outstanding under the revolving
facility was $17,613. 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 February 28, 2001 was $47,765, of which $30,152 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 month periods ended February 28, 2001 and February 29, 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 month periods ended February 28, 2001 and February 29, 2000 are
summarized in the tables below.


SEGMENT REPORTING

<TABLE>
<CAPTION>

                                                    Successor Company

Three months ended                       North
February 28, 2001                      America (1)     Europe/Africa     Eliminations       Consolidated
                                   ----------------  ----------------  ----------------  -----------------
<S>                                   <C>                   <C>                    <C>          <C>
Customer sales                        $     44,146          $ 77,093        $        -          $ 121,239
Intercompany sales                             598               615            (1,213)                 -
Depreciation and amortization                2,021             2,722             3,166              7,909
Operating profit (loss), before
merger and aquisition costs and
other unusual items                         (2,251)            3,134            (3,141)            (2,258)
Total assets                          $    565,555         $ 336,286        $ (431,541)         $ 470,300


                                                   Predecessor Company

Three months ended                      North
February 29, 2000                    America (1)      Europe/Africa     Eliminations       Consolidated
                                   ----------------  ----------------  ----------------  -----------------
Customer sales                         $    50,463          $ 81,949        $        -          $ 132,412
Intercompany sales                             754               413            (1,167)                 -
Depreciation and amortization                2,758             3,316                 -              6,074

Operating profit (loss), before
merger and acquisition costs and
other unusual items                         (5,590)            2,006              (161)            (3,745)
Total assets                             $ 609,048         $ 381,491        $ (356,034)         $ 634,505


(1) Includes corporate headquarters
</TABLE>


Reconciliation from segment information to consolidated statement of earnings:

<TABLE>
<CAPTION>

                                                        Successor        Predecessor
                                                         Company           Company
                                                     ----------------  ----------------
                                                                Three months
                                                                   ended
                                                     ----------------------------------
                                                     February 28, 2001 February 29, 2000
                                                     ----------------- ------------------
<S>                                                    <C>                <C>
Segment operating profit                               $      (2,258)     $     (3,745)
Merger and acquisition costs and other unusual items            (732)           (2,725)
                                                     ----------------  ----------------
Consolidated operating profit                          $      (2,990)     $     (6,470)
</TABLE>


6.       Comprehensive Loss

The table below summarizes comprehensive loss for the three month periods
ended February 28, 2001 and February 29, 2000.




<TABLE>
<CAPTION>

                                                                 Successor               Predecessor
                                                                  Company                  Company
                                                           -----------------------  -----------------------
                                                             Three months ended       Three months ended
                                                             February 28, 2001        February 29, 2000
                                                           -----------------------  -----------------------

<S>                                                                     <C>                      <C>
Net loss                                                                $ (11,375)               $ (20,551)
Other comprehensive income (loss):
            Foreign currency translation adjustments                        5,041                   (5,253)

                                                           -----------------------  -----------------------
Comprehensive loss                                                       $ (6,334)               $ (25,804)
</TABLE>


7.       Restructuring Charges

Included in accrued liabilities are certain costs the Company will incur to
effect an integration and rationalization plan for the RPS Division's
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 month period ended February 28, 2001.
Approximately $4,312 of the original liability was unused at October 31,
2000 and recorded as a reduction of goodwill.

<TABLE>
<CAPTION>
                                                               November 30,           Charges           February 28,
                                                                   2000             to Accrual              2001
                                                           ----------------------------------------------------------
<S>                                                           <C>                <C>                   <C>
Involuntary employee termination benefits................     $       1,122      $      (1,068)        $         54
Facility closure and other closure costs.................                 -                  -                   -
Lease and contract termination fees......................                 -                  -                   -
                                                           ----------------------------------------------------------
Total accrued integration and rationalization costs......     $       1,122      $      (1,068)        $         54
                                                           ==========================================================
</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 month period ended February 28, 2001.

<TABLE>
<CAPTION>

                                                               November 30,           Charges           February 28,
                                                                   2000             to Accrual              2001
                                                           -----------------------------------------------------------
<S>                                                            <C>               <C>                            <C>
Involuntary employee termination benefits................      $        341      $          (3)                 338

Facility closure and other closure costs.................               209                (37)                 172

Lease and contract termination fees......................                -                   -                    -
                                                           -----------------------------------------------------------
Total accrued integration and rationalization costs......      $        550                (40)         $       510

                                                           ===========================================================
</TABLE>

The balance in the accrual at February 28, 2001 was $338 for involuntary
termination and related costs and $172 for facility closure and other
closure costs. These balances related directly to initiatives begun in 1999
or 1998 that were complete at November 30, 2000. 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 month periods ended February 28, 2001 and February 29, 2000
since the effect of such is antidilutive during periods when a loss from
continuing operations is reported.

Pursuant to the Plan, 4,500,000 shares of New Common Stock were authorized
at the Effective Date. These shares are being issued upon the exchange of
old Tokheim securities.

For the three months ended February 28, 2001, the weighted average of
potentially issuable common shares included 678,334 shares related to
warrants issued to the bank group. For the three months ended February 29,
2000, the weighted average of potentially issuable common shares included
793,881 shares of convertible preferred stock outstanding and 2,519,724
shares related to warrants issued to Schlumberger.

9.       Change in Senior Management

The Company announced 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 will be terminated, as the required
vesting period had not yet passed. The terms of Mr. Pinner's separation
agreement have not been finalized; thus, any costs related thereto will be
recorded during the three month period ended May 31, 2001.

10.      Fresh Start Accounting

In connection with the 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 in
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 consistent basis 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 month periods ended February 28, 2001 and February 29, 2000 are
as follows:

<TABLE>
<CAPTION>

                                                       Three months       Three months
                                                           ended              ended
                                                       February 28,       February 29,
                                                           2001               2000
<S>                                                    <C>                 <C>
Employee compensation and expenses related to the
RPS integration plan................................    $     373          $     543
Lease cancellation and other facility expenses......           46                 47
Increased warranty and other product related COSTS..            -                259
Legal and professional fees.........................           14                288
Credit agreement fees...............................            -              1,556
Reorganization......................................          297                  -
Other...............................................            2                 32
                                                       --------------     --------------
Total                                                   $     732         $    2,725
                                                       ==============     ==============
</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 proceeding 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
month periods ended February 28, 2001 and February 29, 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 month period ended February 28, 2001 for the Successor Company and
the results of the three month period ended February 29, 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 February 28, 2001
were $121,239 compared to $132,412 for the comparable 2000 three month
period. Sales for North America decreased by 12.5% for the period to
$44,146 in 2001 from $50,463 in 2000. Higher sales to Major Oil Companies,
Nationals, and export markets were offset by a decline in the distributor
(Jobber) channel. European and African sales decreased 5.9% to $77,093 in
2001 from $81,949 in 2000. Of the $4,856 reduction, $4,290 was attributable
to weakening foreign currency rates relative to the U.S. Dollar,
particularly in Europe, for the three months ended February 28, 2001.

Gross margins as a percent of sales (defined as net sales less cost of
sales, divided by net sales) decreased to 21.0% in the three month period
ended February 28, 2001 from 21.2% in the 2000 three month period.

Selling, general, and administrative ("SG&A") expenses as a percent of
sales for the three month period ended February 28, 2001 were 16.4 %
compared to 19.4% for the 2000 three month period. This decrease as a
percentage of sales is due to the realization of the plan of integration
and rationalization.

Depreciation and amortization expense for the three month period ended
February 28, 2001 was $7,909 compared to $6,074 in the comparable 2000
period. This increase was 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 $732 for the
three months ended February 28, 2001 compared to $2,725 for the three
months ended February 29, 2000. Higher costs were 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 month period ended February 28, 2001 was
$9,222 compared to $14,648 in the comparable 2000 period. 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 gain for the three month period ended February 28, 2001
was $255 compared to $169 in the comparable 2000 period.

Other income, net for the three month period ended February 28, 2001 was
$1,053 compared to $290 in the comparable 2000 period. This increase was
due to proceeds from life insurance policies and the elimination of a prior
year over-accrual for foreign Value Added Tax.

Income tax for the three month period ended February 28, 2001 was an
expense of $462 compared to a benefit of $106 in the comparable 2000
period. This increase is 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 $11,758 or $2.61 per diluted common share for
the three months ended February 28, 2001 compared to a loss applicable to
common stock of the Predecessor Company of $20,939 or $1.65 per diluted
common share for the same period in 2000.

Liquidity and Capital Resources

Cash used in operations for the three month period ended February 28, 2001
was $3,146 versus $8,046 in the comparable period of 2000. During the first
quarter of 2001, the Company's loss before income taxes was $10,913
compared to $20,657 in the first quarter of 2000.

Cash used in investing activities for the three month period ended February
28, 2001 was $1,829 compared to $2,454 in the comparable 2000 period.

Cash provided from financing activities for the three month period ended
February 28, 2001 was $8,472 compared to $6,178 in the comparable 2000
period. The cash provided in the 2001 period is attributable to increased
borrowings from the Company's revolving credit facility and various
overdraft facilities.

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;

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 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, the Company made a prepayment of $915 on the Tranche
A Term Loan.

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.

While the Company was in compliance at February 28, 2001, 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
February 28, 2001.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

On February 29, 2000, a three-member arbitration panel ruled in favor of
Bennett Pump Company ("Bennett") concerning arbitration between the Company
and Bennett. The dispute concerned the minimum purchase requirements by the
Company for Bennett's products over a five-year period beginning September
1, 1996. The Company maintained that it could reduce the minimum purchase
commitment by not ordering any pumping units and pay Bennett for the lost
profit on the pumping units not ordered. The arbitration panel ruled that
the minimum purchase agreement entered into as part of the Sofitam
acquisition could not be reduced. The Company was required to make a one
time payment of $1,200 for the shortfall in purchases in 1998 and 1999 and
$1,600 for the shortfall in purchases in 2000 and 2001, which were
discounted to present value. The payment of $2,800 was charged against a
previously established liability. The Company had elected not to purchase
any additional units from Bennett due to quality and delivery problems that
it had experienced with Bennett. The Company is currently building the
required pumping unit in-house.

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.

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.

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. If the
claim were to be upheld, it would be 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 substantially higher than the amount
of Schlumberger's claim. The parties have entered into a stipulation
staying proceedings between the parties for a period of 60 days in order to
attempt to resolve the respective claims. The period of the stay will end
on April 30, 2001. If the respective claims are not resolved during the
period of the stay, the Company intends to commence arbitration proceedings
in the International Court of Arbitration.

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      Amendment No. 1 to the Post-Confirmation 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.

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

No reports have been filed on form 8-K since the Company's last annual
report.



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: April 13, 2001                          /S/ GEORGE A. HELLAND, JR.
                                              ---------------------------
                                              Acting Chairman and
                                              Chief Executive Officer



Date: April 13, 2001                          /S/ ROBERT L. MACDONALD
                                              ----------------------------
                                              Executive  Vice-President,
                                              Finance and Chief Financial
                                              Officer


Exhibit Index

4.6      Amendment No. 1 to the Post-Confirmation 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.