<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
                                    ---------

   Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                  For the Quarterly Period Ended June 30, 2001

                          Commission File No. 333-27665

                         CONTINENTAL GLOBAL GROUP, INC.
                         ------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                               31-1506889
           --------                                               ----------
(State or other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                    CO-REGISTRANTS AND SUBSIDIARY GUARANTORS

Continental Conveyor & Equipment Company        Delaware       34-1603197
Goodman Conveyor Company                        Delaware       34-1603196

<TABLE>

<S>                                    <C>                                <C>
                                       Continental Conveyor
Continental Global Group, Inc.         & Equipment Company                 Goodman Conveyor Company
438 Industrial Drive                   438 Industrial Drive                Route 178 South
Winfield, Alabama 35594                Winfield, Alabama 35594             Belton, South Carolina 29627
(205) 487-6492                         (205) 487-6492                      (864) 338-7793
</TABLE>

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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 twelve 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.

As of July 31, 2001, there were 100 shares of the registrant's common stock
outstanding.



<PAGE>   2


                                      INDEX

                         CONTINENTAL GLOBAL GROUP, INC.

<TABLE>
<CAPTION>
                                                                                                               Page
Part I      Financial Information                                                                             Number

<S>         <C>                                                                                             <C>
            Item 1        Financial Statements (Unaudited)                                                       1

                          Condensed Consolidated Balance Sheets
1                          June 30, 2001 and December 31, 2000                                                   2

                          Condensed Consolidated Statements of Operations
                          Three Months and Six Months ended June 30, 2001 and 2000                               3

                          Condensed Consolidated Statements of Cash Flows
                          Six Months ended June 30, 2001 and 2000                                                4

                          Notes to Condensed Consolidated Financial Statements                                5-14

            Item 2        Management's Discussion and Analysis of Financial Condition and Results of
                          Operations                                                                         15-18

            Item 3        Quantitative and Qualitative Disclosures about Market Risk                            19

Part II     Other Information

            Item 6        Exhibits and Reports on Form 8-K                                                      20

            Signatures                                                                                          21
</TABLE>




<PAGE>   3

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)















                                       1
<PAGE>   4


                         Continental Global Group, Inc.

                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                            June 30             December 31
                                                                             2001                  2000
                                                                         -------------         -------------
                                                                          (Unaudited)            (Audited)
<S>                                                                      <C>                   <C>
ASSETS:
Current assets:
   Cash and cash equivalents                                             $  16,231,826         $  16,941,949
   Accounts receivable, net                                                 30,156,357            28,468,042
   Inventories                                                              29,855,878            28,076,134
   Other current assets                                                        822,878               632,012
                                                                         -------------         -------------
Total current assets                                                        77,066,939            74,118,137

Property, plant and equipment                                               25,414,955            26,162,365
Less accumulated depreciation                                               12,060,699            11,575,056
                                                                         -------------         -------------
                                                                            13,354,256            14,587,309

Goodwill, net                                                               17,095,365            17,922,783
Deferred financing costs                                                     2,989,438             3,249,389
Deferred income taxes                                                          432,746                     -
Other assets                                                                   205,205               258,437
                                                                         -------------         -------------

                                                                         $ 111,143,949         $ 110,136,055
                                                                         =============         =============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
Current liabilities:
   Notes payable                                                         $  17,360,065         $  15,630,900
   Trade accounts payable                                                   21,508,369            17,463,905
   Accrued compensation and employee benefits                                4,773,943             4,648,933
   Accrued interest on senior notes                                          3,300,000             3,300,000
   Deferred income taxes                                                     1,520,260             1,594,089
   Other accrued liabilities                                                 2,996,728             3,398,710
   Current maturities of long-term obligations                               1,500,952             1,931,676
                                                                         -------------         -------------
Total current liabilities                                                   52,960,317            47,968,213

Deferred income taxes                                                                -               440,894
Senior notes                                                               120,000,000           120,000,000
Other long-term obligations, less current maturities                         2,554,644             2,790,135

Stockholder's equity (deficit):
   Common stock, $0.01 par value, authorized 5,000,000 shares,
     issued and outstanding 100 shares                                               1                     1
   Paid-in capital                                                           1,993,687             1,993,687
   Accumulated deficit                                                     (60,501,334)          (58,195,967)
   Accumulated other comprehensive loss                                     (5,863,366)           (4,860,908)
                                                                         -------------         -------------
                                                                           (64,371,012)          (61,063,187)
                                                                         -------------         -------------

                                                                         $ 111,143,949         $ 110,136,055
                                                                         =============         =============
</TABLE>

See notes to condensed consolidated financial statements.



                                       2
<PAGE>   5


                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                         Three months ended June 30             Six months ended June 30
                                           2001             2000                 2001             2000
                                     -----------------------------------   -----------------------------------
                                                (Unaudited)                           (Unaudited)

<S>                                  <C>                  <C>                  <C>                  <C>
Net sales                            $ 51,628,432         $ 40,870,237         $ 90,566,761         $ 83,129,539
Cost of products sold                  42,789,734           34,599,265           74,611,889           70,191,274
                                     ---------------------------------         ---------------------------------
Gross profit                            8,838,698            6,270,972           15,954,872           12,938,265

Operating expenses:
   Selling and engineering              3,017,475            3,213,153            5,950,270            6,555,288
   General and administrative           2,093,911            2,379,001            4,236,935            4,775,309
   Management fee                         214,301               54,456              344,591              132,932
   Amortization expense                   145,996              153,647              293,775              309,881
   Restructuring charges                        -              166,325                    -              210,393
                                     ---------------------------------         ---------------------------------
Total operating expenses                5,471,683            5,966,582           10,825,571           11,983,803
                                     ---------------------------------         ---------------------------------
Operating income                        3,367,015              304,390            5,129,301              954,462

Other expenses:
   Interest expense                     4,073,562            3,918,297            7,939,558            7,865,499
   Interest income                       (174,849)            (253,138)            (403,995)            (498,000)
   Miscellaneous, net                     622,631              (22,311)             830,345              (48,904)
                                     ---------------------------------         ---------------------------------
Total other expenses                    4,521,344            3,642,848            8,365,908            7,318,595
                                     ---------------------------------         ---------------------------------
Loss before income taxes               (1,154,329)          (3,338,458)          (3,236,607)          (6,364,133)
Income tax benefit                       (488,739)                   -             (931,240)                   -
                                     ---------------------------------         ---------------------------------

Net loss                             $   (665,590)        $ (3,338,458)        $ (2,305,367)        $ (6,364,133)
                                     ==================================        =================================
</TABLE>


See notes to condensed consolidated financial statements.



                                       3
<PAGE>   6


                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>
                                                                    Six months ended June 30
                                                                   2001                   2000
                                                              ------------------------------------
                                                                         (Unaudited)

<S>                                                             <C>                  <C>
Operating activities:
   Net loss                                                     $ (2,305,367)        $ (6,364,133)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Provision for depreciation and amortization                   1,417,924            1,573,799
     Amortization of deferred financing costs                        259,951              259,951
     Deferred income taxes                                          (931,240)                   -
     Loss (gain) on disposal of assets                                  (236)               2,471
     Changes in operating assets and liabilities                    (248,716)            (489,523)
                                                              ------------------------------------
Net cash used in operating activities                             (1,807,684)          (5,017,435)
                                                              ------------------------------------

Investing activities:
   Purchases of property, plant, and equipment                      (412,446)          (1,134,491)
   Proceeds from sale of property, plant, and equipment               62,132               87,570
                                                              ------------------------------------
Net cash used in investing activities                               (350,314)          (1,046,921)
                                                              ------------------------------------

Financing activities:
   Net increase in borrowings on notes payable                     1,990,108            4,902,044
   Proceeds from long-term obligations                                     -              775,888
   Principal payments on long-term obligations                      (536,258)            (950,886)
                                                              ------------------------------------
Net cash provided by financing activities                          1,453,850            4,727,046
Effect of exchange rate changes on cash                               (5,975)             (61,011)
                                                              ------------------------------------
Decrease in cash and cash equivalents                               (710,123)          (1,398,321)
Cash and cash equivalents at beginning of period                  16,941,949           18,299,610
                                                              ------------------------------------

Cash and cash equivalents at end of period                      $ 16,231,826         $ 16,901,289
                                                              ====================================
</TABLE>

See notes to condensed consolidated financial statements.



                                       4
<PAGE>   7


                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001




A.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended June 30, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes of Continental Global Group, Inc. and
subsidiaries for the year ended December 31, 2000, included in the Form 10-K
filed by the Company on April 2, 2001.

B.       USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

C.       INVENTORIES

Inventories, which consist of raw materials, manufactured and purchased parts,
and work in process, are stated at the lower of cost or market. Since inventory
records are maintained on a job order basis, it is not practical to segregate
inventories into their major classes. The cost for approximately 65% and 62% of
inventories at June 30, 2001 and December 31, 2000, respectively, is determined
using the last-in, first-out (LIFO) method with the remainder determined using
the first-in, first-out (FIFO) method. Had the FIFO method of inventory (which
approximates replacement cost) been used to cost all inventories, inventories
would have increased by approximately $1,682,000 and $1,690,000 at June 30, 2001
and December 31, 2000, respectively.

D.       RESTRUCTURING CHARGES

The Company incurred restructuring charges of approximately $210,000 in the
first six months of 2000 related to its Australian and United Kingdom
subsidiaries. Total restructuring charges incurred to date total approximately
$2,715,000. In 1998, the Company executed a plan to close certain Australian
manufacturing facilities and merge the operations with other existing
facilities; in 1999 and 2000, the Company made further reductions in office
staff and facilities. In the United Kingdom, following the acquisition of Huwood
International (Huwood) in August 1998, the Company consolidated its existing
operations and facilities into the Huwood operations. These restructuring
charges consist primarily of severance of approximately 220 employees and
relocation costs. As of June 30, 2001, the Company's Australian and United
Kingdom subsidiaries have paid approximately $2,658,000 of the charges incurred
to date.



                                       5
<PAGE>   8
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


E.       COMPREHENSIVE LOSS

The components of comprehensive loss for the three months and six months ended
June 30, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>

                                             Three months ended June 30            Six months ended June 30
                                                2001             2000               2001             2000
                                          ----------------------------------   ---------------------------------

<S>                                            <C>            <C>                <C>              <C>
Net loss                                       $ (665,590)    $ (3,338,458)      $ (2,305,367)    $ (6,364,133)
Other comprehensive income (loss):
   Foreign currency translation
     adjustment                                   478,038         (371,641)        (1,002,458)      (1,312,714)
                                          ----------------------------------   ---------------------------------

Comprehensive loss                             $ (187,552)    $ (3,710,099)      $ (3,307,825)    $ (7,676,847)
                                          ==================================   =================================
</TABLE>

F.       INCOME TAXES

Effective October 6, 2000, the Company and its domestic subsidiaries elected C
Corporation status for United States income tax purposes. Since that date,
income taxes have been provided using the liability method in accordance with
FASB Statement No. 109, "Accounting for Income Taxes". Prior to October 6, 2000,
the Company and its domestic subsidiaries had elected Subchapter S Corporation
Status for United States income tax purposes. Accordingly, the Company's United
States operations were not subject to income taxes as separate entities. The
Company's United States income, through October 6, 2000, was included in the
income tax returns of the sole stockholder.

For tax reporting purposes, the Company will be included in the consolidated
federal tax return of N.E.S. Investment Co. However, for financial reporting
purposes, the Company's tax provision has been calculated on a stand-alone
basis.

The Company has subsidiaries located in Australia, the United Kingdom, and South
Africa, which are subject to income taxes in their respective countries.


                                       6
<PAGE>   9
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


G.       SEGMENT INFORMATION

While the Company primarily manages its operations on a geographical basis, the
Company operates in two principal business segments: conveyor equipment and
manufactured housing products. The conveyor equipment business markets its
products in four main business areas. The mining equipment business area
includes the design, manufacture and testing (and, outside the United States,
installation and maintenance) of complete belt conveyor systems and components
for mining application primarily in the coal industry. The conveyor components
business area manufactures and sells components for conveyor systems primarily
for resale through distributor networks. The engineered systems business area
uses specialized project management and engineering skills to combine mining
equipment products, purchased equipment, steel fabrication and other outside
services for sale as complete conveyor equipment systems that meet specific
customer requirements. The bulk conveyor equipment business area designs and
manufactures a complete range of conveyor equipment sold to transport bulk
materials, such as cement, lime, food products and industrial waste.

The Company's manufactured housing products business manufactures and/or
refurbishes axle components sold directly to the manufactured housing industry.
As part of this segment the Company also sells mounted tires and rims to the
manufactured housing industry. Included in the other category is primarily the
manufacture and sale of air filtration equipment for use in enclosed
environments, principally in the textile industry. The manufacturing
requirements for these products are generally compatible with conveyor equipment
production and thus maximize utilization of the Company's manufacturing
facilities for its primary products.

<TABLE>
<CAPTION>
                                        Three months ended June 30        Six months ended June 30
                                           2001            2000             2001             2000
                                        ------------------------------------------------------------
                                              (in thousands)                   (in thousands)
<S>                                     <C>              <C>              <C>              <C>
Net sales:
   Conveyor equipment                   $ 48,295         $ 35,036         $ 84,243         $ 70,321
   Manufactured housing products           3,037            5,379            5,579           11,610
   Other                                     296              455              745            1,198
                                        ------------------------------------------------------------
Total net sales                         $ 51,628         $ 40,870         $ 90,567         $ 83,129
                                        ============================================================

Segment operating income (loss):
   Conveyor equipment                   $  3,970         $    980         $  6,289         $  2,119
   Manufactured housing products              (6)             (44)               -               28
   Other                                      (5)              44               12               87
                                        ------------------------------------------------------------
Total segment operating income             3,959              980            6,301            2,234
   Management fee                            214               54              345              133
   Amortization expense                      146              154              294              310
   Restructuring charges                       -              166                -              210
   Corporate expense                         232              302              533              627
                                        ------------------------------------------------------------
Total operating income                     3,367              304            5,129              954
   Interest expense                        4,073            3,918            7,939            7,865
   Interest income                          (175)            (253)            (404)            (498)
   Miscellaneous, net                        623              (23)             830              (49)
                                        ------------------------------------------------------------
Loss before income taxes                $ (1,154)        $ (3,338)        $ (3,236)        $ (6,364)
                                        ============================================================
</TABLE>





                                       7
<PAGE>   10
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


H.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The Company's domestic subsidiaries, Continental Conveyor & Equipment Company
(CCE) and Goodman Conveyor Company (GCC), and certain of its Australian
subsidiaries, all of which are wholly owned, are the guarantors of the $120
million Senior Notes. The guarantees are full, unconditional, and joint and
several. Separate financial statements of these guarantor subsidiaries are not
presented as management has determined that they would not be material to
investors. The Company's United Kingdom and South African subsidiaries are not
guarantors of the Senior Notes.

Summarized consolidating balance sheets as of June 30, 2001 and December 31,
2000 for the Company, the guarantor subsidiaries, and the non-guarantor
subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                     Combined         Combined
                                                     Guarantor       Non-Guarantor
June 30, 2001:                      The Company    Subsidiaries      Subsidiaries       Eliminations       Total
                                    -------------------------------------------------------------------------------
<S>                                <C>           <C>             <C>           <C>              <C>
Current assets:
   Cash and cash equivalents        $  15,465         $     641        $     126        $       -         $  16,232
   Accounts receivable, net                 -            23,266            6,937              (47)           30,156
   Inventories                              -            26,650            3,206                -            29,856
   Other current assets                   114               866              204             (361)              823
                                    -------------------------------------------------------------------------------
Total current assets                   15,579            51,423           10,473             (408)           77,067
Property, plant, and
   equipment, net                           -             9,484            3,870                -            13,354
Goodwill, net                               -            16,451              644                -            17,095
Investment in subsidiaries             60,009            16,506                -          (76,515)                -
Deferred financing costs                2,990                 -                -                -             2,990
Deferred income taxes                   4,426                 -              253           (4,246)              433
Other assets                               66             2,766               64           (2,691)              205
                                    -------------------------------------------------------------------------------
Total assets                        $  83,070         $  96,630        $  15,304        $ (83,860)        $ 111,144
                                    ===============================================================================
Current liabilities:
   Notes payable                    $       -         $  14,834        $   3,960        $  (1,434)        $  17,360
   Trade accounts payable                 771            15,072            5,702              (37)           21,508
   Accrued compensation and
     employee benefits                      -             4,141              633                -             4,774
   Accrued interest                     3,300                 -                -                -             3,300
   Deferred income taxes                    -             1,520                -                -             1,520
   Other accrued liabilities              171             2,845              360             (379)            2,997
   Current maturities of
     long-term obligations                  -             1,472               29                -             1,501
                                    -------------------------------------------------------------------------------
Total current liabilities               4,242            39,884           10,684           (1,850)           52,960
Deferred income taxes                       -             4,246                -           (4,246)                -
Senior Notes                          120,000                 -                -                -           120,000
Other long-term obligations                 -             2,519            1,097           (1,061)            2,555
Stockholder's equity (deficit)        (41,172)           49,981            3,523          (76,703)          (64,371)
                                    -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity (deficit)   $  83,070         $  96,630        $  15,304        $ (83,860)        $ 111,144
                                    ===============================================================================
</TABLE>




                                       8
<PAGE>   11
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


H.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>
                                                     Combined         Combined
                                                     Guarantor      Non-Guarantor
December 31, 2000:                   The Company    Subsidiaries     Subsidiaries      Eliminations       Total
                                    -------------------------------------------------------------------------------
<S>                                 <C>               <C>              <C>           <C>                  <C>
Current assets:
   Cash and cash equivalents        $  16,257         $     565        $     120        $       -         $  16,942
   Accounts receivable, net                 -            23,981            4,534              (47)           28,468
   Inventories                              -            23,971            4,105                -            28,076
   Other current assets                    15             1,509               77             (969)              632
                                    -------------------------------------------------------------------------------
Total current assets                   16,272            50,026            8,836           (1,016)           74,118
Property, plant, and
   equipment, net                           -            10,218            4,369                -            14,587
Goodwill, net                               -            17,193              730                -            17,923
Investment in subsidiaries             60,009            17,399                -          (77,408)                -
Deferred financing costs                3,249                 -                -                -             3,249
Other assets                            1,424             1,951              358           (3,474)              259
                                    -------------------------------------------------------------------------------
Total assets                        $  80,954         $  96,787        $  14,293        $ (81,898)        $ 110,136
                                    ===============================================================================
Current liabilities:
   Notes payable                    $       -         $  13,831        $   3,270        $  (1,470)        $  15,631
   Trade accounts payable                 385            11,777            5,646             (345)           17,463
   Accrued compensation and
     employee benefits                      -             4,086              563                -             4,649
   Accrued interest                     3,300                 -                -                -             3,300
   Deferred income taxes                    -             1,594                -                -             1,594
   Other accrued liabilities              171             2,534            1,687             (993)            3,399
   Current maturities of
     long-term obligations                  -             1,883               49                -             1,932
                                    -------------------------------------------------------------------------------
Total current liabilities               3,856            35,705           11,215           (2,808)           47,968
Deferred income taxes                       -             2,052                -           (1,611)              441
Senior Notes                          120,000                 -                -                -           120,000
Other long-term obligations                 -             2,747               43                -             2,790
Stockholder's equity (deficit)        (42,902)           56,283            3,035          (77,479)          (61,063)
                                    -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity (deficit)   $  80,954         $  96,787        $  14,293        $ (81,898)        $ 110,136
                                    ===============================================================================
</TABLE>




                                       9
<PAGE>   12
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


H.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

Summarized consolidating statements of operations for the three months and six
months ended June 30, 2001 and 2000, respectively, for the Company, the
guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                         Combined       Combined
                                              The        Guarantor    Non-Guarantor
                                            Company     Subsidiaries   Subsidiaries   Eliminations     Total
                                    ---------------------------------------------------------------------------
<S>                                      <C>              <C>             <C>              <C>         <C>
Three months ended June 30, 2001:
Net sales                                $     --         $ 41,961        $  9,667        $  --        $ 51,628
Cost of products sold                          --           34,481           8,308           --          42,789
                                    ---------------------------------------------------------------------------
Gross profit                                   --            7,480           1,359           --           8,839
Total operating expenses                      245            4,389             838           --           5,472
                                    ---------------------------------------------------------------------------
Operating income (loss)                      (245)           3,091             521           --           3,367
Interest expense                            3,442              580              51           --           4,073
Interest income                              (175)              --              --           --            (175)
Miscellaneous, net                            480              148              (5)          --             623
                                    ---------------------------------------------------------------------------
Income (loss) before income taxes          (3,992)           2,363             475           --          (1,154)
Income tax expense (benefit)               (1,595)           1,107              --           --            (488)
                                    ---------------------------------------------------------------------------
Net income (loss)                        $ (2,397)        $  1,256        $    475        $  --        $   (666)
                                    ===========================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                         Combined       Combined
                                              The        Guarantor    Non-Guarantor
                                            Company     Subsidiaries   Subsidiaries   Eliminations     Total
                                    ---------------------------------------------------------------------------
<S>                                      <C>              <C>             <C>               <C>        <C>
Three months ended June 30, 2000:
Net sales                                $     --         $ 35,601        $  5,269          $  --      $ 40,870
Cost of products sold                          --           29,475           5,124             --        34,599
                                    ---------------------------------------------------------------------------
Gross profit                                   --            6,126             145             --         6,271
Total operating expenses                      314            4,736             917             --         5,967
                                    ---------------------------------------------------------------------------
Operating income (loss)                      (314)           1,390            (772)            --           304
Interest expense                            3,442              418              58             --         3,918
Interest income                              (253)              --              --             --          (253)
Miscellaneous, net                             --              (20)             (3)            --           (23)
                                    ---------------------------------------------------------------------------
Net income (loss)                        $ (3,503)        $    992        $   (827)         $  --      $ (3,338)
                                    ===========================================================================
</TABLE>

                                       10
<PAGE>   13

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001

H.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)




<TABLE>
<CAPTION>
                                                        Combined       Combined
                                              The      Guarantor     Non-Guarantor
                                            Company    Subsidiaries   Subsidiaries      Eliminations     Total
                                    ---------------------------------------------------------------------------
<S>                                      <C>              <C>             <C>               <C>        <C>
Six months ended June 30, 2001:
Net sales                                $     --         $ 74,458        $ 16,109          $  --      $ 90,567
Cost of products sold                          --           60,738          13,874             --        74,612
                                    ---------------------------------------------------------------------------
Gross profit                                   --           13,720           2,235             --        15,955
Total operating expenses                      559            8,675           1,592             --        10,826
                                    ---------------------------------------------------------------------------
Operating income (loss)                      (559)           5,045             643             --         5,129
Interest expense                            6,883              955             101             --         7,939
Interest income                              (404)              --              --             --          (404)
Miscellaneous, net                            700              139              (9)            --           830
                                    ---------------------------------------------------------------------------
Income (loss) before income taxes          (7,738)           3,951             551             --        (3,236)
Income tax expense (benefit)               (3,093)           2,162              --             --          (931)
                                    ---------------------------------------------------------------------------
Net income (loss)                        $ (4,645)        $  1,789        $    551          $  --      $ (2,305)
                                    ===========================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                       Combined       Combined
                                            The        Guarantor    Non-Guarantor
                                          Company     Subsidiaries   Subsidiaries   Eliminations     Total
                                    ---------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>               <C>       <C>
Six months ended June 30, 2000:
Net sales                              $      -         $ 71,820         $ 11,310         $     (1)   $ 83,129
Cost of products sold                         -           59,607           10,585               (1)     70,191
                                    ---------------------------------------------------------------------------
Gross profit                                  -           12,213              725                -      12,938
Total operating expenses                    651            9,453            1,880                -      11,984
                                    ---------------------------------------------------------------------------
Operating income (loss)                    (651)           2,760           (1,155)               -         954
Interest expense                          6,884              849              132                -       7,865
Interest income                            (498)               -                -                -        (498)
Miscellaneous, net                            -              (41)              (8)               -         (49)
                                    ---------------------------------------------------------------------------
Net income (loss)                      $ (7,037)        $  1,952         $ (1,279)        $      -    $ (6,364)
                                    ===========================================================================
</TABLE>




                                       11
<PAGE>   14
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


H.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

Summarized consolidating cash flow statements for the six months ended June 30,
2001 and 2000, respectively, for the Company, the guarantor subsidiaries, and
the non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                           Combined          Combined
                                                The        Guarantor       Non-Guarantor
                                              Company     Subsidiaries      Subsidiaries      Eliminations     Total
                                         ------------------------------------------------------------------------------

<S>                                           <C>              <C>              <C>              <C>           <C>
Six months ended June 30, 2001:
Net cash provided by (used in)
   operating activities                       $ (7,166)        $  6,347         $   (989)        $    -        $ (1,808)

Investing activities:
   Purchases of property, plant, and
    equipment                                        -             (295)            (117)             -            (412)
   Proceeds from sale of property,
     plant, and equipment                            -               47               15              -              62
                                         ------------------------------------------------------------------------------
Net cash used in investing activities                -             (248)            (102)             -            (350)
                                         ------------------------------------------------------------------------------

Financing activities:
   Net increase in borrowings on notes
     payable                                         -            1,155              835              -           1,990
   Principal payments on long-term
     obligations                                     -             (515)             (21)             -            (536)
   Distributions for interest on
     senior notes                                6,374           (6,374)               -              -               -
   Intercompany loan activity                        -             (293)             293              -               -
                                         ------------------------------------------------------------------------------
Net cash provided by (used in)
   financing activities                          6,374           (6,027)           1,107              -           1,454
Exchange rate changes on cash                        -                4              (10)             -              (6)
                                         ------------------------------------------------------------------------------
Increase (decrease) in cash and cash
   equivalents                                    (792)              76                6              -            (710)
Cash and cash equivalents at beginning
   of period                                    16,257              565              120              -          16,942
                                         ------------------------------------------------------------------------------
Cash and cash equivalents at end of
   period                                     $ 15,465         $    641         $    126         $    -        $ 16,232
                                         ==============================================================================
</TABLE>




                                       12
<PAGE>   15
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001

H.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>
                                                        Combined         Combined
                                             The        Guarantor      Non-Guarantor
                                           Company     Subsidiaries     Subsidiaries        Eliminations        Total
                                         ------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>
Six months ended June 30, 2000:
Net cash provided by (used in)
   operating activities                    $ (7,632)        $  4,553         $ (1,942)        $      3         $ (5,018)

Investing activities:
   Purchases of property, plant,
    and equipment                                 -           (1,046)             (88)               -           (1,134)
   Proceeds from sale of property,
     plant, and equipment                         -               87                -                -               87
                                         ------------------------------------------------------------------------------
Net cash used in investing activities             -             (959)             (88)               -           (1,047)
                                         ------------------------------------------------------------------------------

Financing activities:
   Net increase in borrowings on
     notes payable                                -            4,537              365                -            4,902
   Proceeds from long-term
     obligations                                  -              776                -                -              776
   Principal payments on long-term
     obligations                                  -             (918)             (33)               -             (951)
   Distributions for interest on
     senior notes                             6,600           (6,600)               -                -                -
   Intercompany loan activity                     -           (1,721)           1,721                -                -
                                         ------------------------------------------------------------------------------
Net cash provided by (used in)
   financing activities                       6,600           (3,926)           2,053                -            4,727
Exchange rate changes on cash                     -              (30)             (28)              (3)             (61)
                                         ------------------------------------------------------------------------------
Decrease in cash and cash equivalents        (1,032)            (362)              (5)               -           (1,399)

Cash and cash equivalents at
   beginning of period                       17,244              955              101                -           18,300
                                         ------------------------------------------------------------------------------
Cash and cash equivalents at end of
   period                                  $ 16,212         $    593         $     96             $  -         $ 16,901
                                         ==============================================================================
</TABLE>

I.       SUBSEQUENT EVENT

On July 19, 2001, the Company purchased certain assets in Alabama from Lippert
Tire & Axle, Inc., for a purchase price of approximately $1,600,000. Lippert
manufactures new axles and refurbishes used axles and tires for the
manufactured housing industry.




                                       13
<PAGE>   16

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 2001


J.       NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets". The provisions of SFAS No. 141
are effective for all business combinations accounted for by the purchase method
that are completed after June 30, 2001. SFAS No. 142 is effective January 1,
2002 and applies to all goodwill and other intangible assets recognized in the
Company's statement of financial position at that date, regardless of when those
assets were initially recognized. Under SFAS No. 142, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. The transition provisions in SFAS No. 142
provide that goodwill and intangible assets with indefinite lives acquired in a
business combination completed after June 30, 2001 will not be amortized. The
Company is currently evaluating the provisions of SFAS No. 141 an SFAS No. 142
and has not yet determined the effects of these Statements on the Company's
financial position or results of operations.






                                       14
<PAGE>   17







ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and related notes included in the Company's Form 10-K dated
March 28, 2001.

GENERAL

The Company, through its subsidiaries, is primarily engaged in the manufacture
and distribution of bulk material handling and replacement equipment, primarily
for use in the mining industry. The Company is a holding company organized under
the Delaware General Corporation law and conducts all of its business through
its direct and indirect operating subsidiaries. The Company's direct operating
subsidiaries are Continental Conveyor and Equipment Company and Goodman Conveyor
Company. The Company also owns indirectly all of the capital stock of
Continental Conveyor & Equipment Pty. Ltd., an Australian holding company that
owns all of the capital stock of four Australian operating companies. The
Company also owns indirectly all of the capital stock of Continental Conveyor
Ltd., a U.K. operating company, and Continental MECO (Pty.) Ltd., a South
African operating company. During 1998, the Company purchased the majority of
the assets and assumed certain liabilities constituting a majority of the
operations of Huwood International, a U.K. belt conveyor business. The
operations of the Company's existing U.K. facilities were merged with the Huwood
operations.

RESULTS OF OPERATIONS

The following table sets forth, on a comparative basis, selected income
statement data as a percentage of net sales for the three months and six months
ended June 30, 2001 and 2000.

                              Three months ended           Six months ended
                                    June 30                    June 30
                           -------------------------- -------------------------
                              2001          2000         2001         2000

Net sales                    100.0%       100.0%        100.0%       100.0%
Cost of products sold         82.9         84.7          82.4         84.4
Gross profit                  17.1         15.3          17.6         15.6
SG&A expenses                  9.9         13.7          11.2         13.6
Management fee                 0.4          0.1           0.4          0.2
Amortization expense           0.3          0.4           0.3          0.4
Restructuring charges          -            0.4           -            0.3
Operating income               6.5          0.7           5.7          1.1

THREE MONTHS ENDED JUNE 30, 2001, COMPARED TO THREE MONTHS ENDED JUNE 30, 2000:

Net Sales
---------
Net sales for the quarter increased $10.7 million, or 26%, from $40.9 million in
2000 to $51.6 million in 2001. The increase was the result of an increase in net
sales at the Company's domestic and foreign operations of the conveyor equipment
segment of $7.3 million and $5.9 million, respectively, offset by decreases in
net sales in the manufactured housing and other segments of $2.3 million and
$0.2 million, respectively. The increase in the domestic conveyor operations was
due to increased spending by the Company's customers for replacement equipment
and capital projects primarily in the mining equipment business. The increase
in the foreign conveyor operations resulted from an increase in the standard
manufactured products business primarily in the United Kingdom. The decrease
in the manufactured housing segment was caused by the decrease by the Company's
customers in the production and shipment of manufactured homes as a result of
excess finished home inventory and the tight credit market.



                                       15
<PAGE>   18


Gross Profit
------------
Gross profit for the quarter increased $2.5 million, or 40%, from $6.3 million
in 2000 to $8.8 million in 2001. Gross profit in the domestic and foreign
operations of the conveyor equipment segment increased $1.1 million and $1.4
million, respectively. The improvement in the Company's domestic gross profit
was due to increased sales volume in the mining equipment business. The
improvement in gross profit in the foreign operations was due to improved
margins resulting from a more favorable mixture of manufactured products which
began in the first quarter combined with the effects of increased sales volume.


SG&A Expenses
-------------
SG&A expenses for the quarter decreased $0.5 million, or 9%, from $5.6 million
in 2000 to $5.1 million in 2001. Approximately $0.4 million of the decrease
occurred in the foreign operations of the Company's conveyor equipment segment
due to the favorable impact of the restructuring initiatives.

Operating Income
----------------
Operating income for the quarter increased $3.1 million, or 1000%, from $0.3
million in 2000 to $3.4 million in 2001. This increase was primarily the result
of the $2.5 million increase in gross profit combined with the $0.5 million
decrease in SG&A expenses.

SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30, 2000:

Net Sales
---------
Net sales for the six-month period increased $7.4 million, or 9%, from $83.1
million in 2000 to $90.5 million in 2001. Net sales in the domestic operations
of the Company's conveyor equipment segment increased $7.7 million due to
spending increases by the Company's customers for replacement equipment and
capital projects primarily in the mining equipment business. Net sales in the
foreign operations of the Company's conveyor equipment segment increased $6.2
million as a result of an increase in the standard manufactured products
business primarily in the United Kingdom. Net sales in the manufactured housing
segment decreased $6.0 million due to the decrease by the Company's customers in
the production and shipment of manufactured homes as a result of excess finished
home inventory and the tight credit market. Net sales in the other segment
decreased $0.5 million.

Gross Profit
------------
Gross profit for the six-month period increased $3.0 million, or 23%, from $12.9
million in 2000 to $15.9 million in 2001. Gross profit in the domestic
operations of the conveyor equipment segment increased $1.3 million primarily
due to increased sales volume in the mining equipment business. Gross profit
in the foreign operations of the conveyor equipment segment increased $1.9
million as a result of improved margins due to a more favorable mixture of
manufactured products and increased sales volume. Gross profit in the
manufactured housing and other segments decreased $0.2 million.

SG&A Expenses
-------------
SG&A expenses for the six-month period decreased $1.1 million, or 10%, from
$11.3 million in 2000 to $10.2 million in 2001. Approximately $0.9 million of
the decrease occurred in the foreign operations of the Company's conveyor
equipment segment due to the favorable impact of the restructuring initiatives.




                                       16
<PAGE>   19


Operating Income
----------------
Operating income for the six-month period increased $4.2 million, or 467%, from
$0.9 million in 2000 to $5.1 million in 2001. This increase was primarily the
result of the $3.0 million increase in gross profit combined with the $1.1
million decrease in SG&A expenses.

Backlog
-------
Backlog at June 30, 2001 was $49.2 million, an increase of $13.4 million, or
37%, from $35.8 million at December 31, 2000 and was only slightly less than
the $52.3 million backlog at March 31, 2001. The increase was attributable
to a $12.3 million increase in the Company's domestic operations of the conveyor
equipment segment and a $1.1 million increase in the Company's foreign
operations of the conveyor equipment segment. Management believes that
approximately 90% of the backlog will be shipped in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $1.8 million and $5.0 million for the
six months ending June 30, 2001 and 2000, respectively. Net cash used in
operating activities in 2001 resulted from a net loss of $2.3 million and a net
increase in operating assets and liabilities of $0.2 million, offset by non-cash
expenses such as depreciation, amortization, and deferred income taxes of $0.7
million. Net cash used in operating activities in 2000 resulted primarily from a
net loss of $6.4 million and a net increase in operating assets and liabilities
of $0.4 million, offset by depreciation and amortization of $1.8 million.

Net cash used in investing activities was $0.4 million and $1.0 million for the
six months ending June 30, 2001 and 2000, respectively. The net cash used in
investing activities represents net purchases of property, plant, and equipment
for both years.

Net cash provided by financing activities was $1.5 million and $4.7 million for
the six months ending June 30, 2001 and 2000, respectively. Net cash provided by
financing activities in 2001 represents a net increase in borrowings on notes
payable of $2.0 million offset by principal payments on long-term obligations of
$0.5 million. The increase in borrowings on notes payable was due to an increase
of $1.2 million at the Company's domestic operations and an increase of $0.8
million at the Company's foreign operations. Net cash provided by financing
activities in 2000 resulted from a net increase in borrowings on notes payable
of $4.9 million and proceeds from long-term obligations of $0.8 million, offset
by principal payments on long-term obligations of $1.0 million. The increase in
borrowings on notes payable was due to an increase of $3.8 million at the
Company's domestic operations and an increase of $1.1 million at the Company's
foreign operations. The proceeds from long-term obligations of $0.8 million
completed the financing for the new idler line at the Company's domestic
operations which began in 1999.

At June 30, 2001, the Company had cash and cash equivalents of approximately
$16.2 million and approximately $9.9 million available for use under its
domestic credit facility, representing approximately $26.1 million of liquidity.
On July 19, 2001, the Company purchased certain assets in Alabama from Lippert
Tire & Axle, Inc., for a purchase price of approximately $1.6 million.




                                       17
<PAGE>   20


INTERNATIONAL OPERATIONS

The Company transacts business in a number of countries throughout the world and
has facilities in the United States, Australia, the United Kingdom, and South
Africa. As a result, the Company is subject to business risks inherent in
non-U.S. operations, including political and economic uncertainty, import and
export limitations, exchange controls and currency fluctuations. The Company
believes that the risks related to its foreign operations are mitigated by the
relative political and economic stability of the countries in which its largest
foreign operations are located. As the U.S. dollar strengthens and weakens
against foreign currencies in which the Company transacts business, its
financial results will be affected. The principal foreign currencies in which
the Company transacts business are the Australian dollar, the British pound
sterling, and the South African rand. The fluctuation of the U.S. dollar versus
other currencies resulted in decreases to stockholder's equity of approximately
$1.0 million and $1.3 million for the six months ended June 30, 2001 and 2000,
respectively.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets". The provisions of SFAS No. 141
are effective for all business combinations accounted for by the purchase method
that are completed after June 30, 2001. SFAS No. 142 is effective January 1,
2002 and applies to all goodwill and other intangible assets recognized in the
Company's statement of financial position at that date, regardless of when those
assets were initially recognized. Under SFAS No. 142, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. The transition provisions in SFAS No. 142
provide that goodwill and intangible assets with indefinite lives acquired in a
business combination completed after June 30, 2001 will not be amortized. The
Company is currently evaluating the provisions of SFAS No. 141 an SFAS No. 142
and has not yet determined the effects of these Statements on the Company's
financial position or results of operations.

CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES

This Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contains forward-looking statements within the meaning of the
federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters that are not historical in nature.
Such forward looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company,
that could cause actual results of the Company to differ materially from those
matters expressed in or implied by such forward-looking statements.




                                       18
<PAGE>   21


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following table provides information about the Company's Senior Notes. The
table presents principal cash flows and interest rate by expected maturity date.

                            Interest Rate Sensitivity
                      Principal Amount by Expected Maturity
                              Average Interest Rate

<TABLE>
<CAPTION>
                                                                                               Fair
                                                                                               Value,
(dollars in thousands)        2001    2002     2003     2004     2005   Thereafter    Total    6/30/01
---------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>      <C>      <C>      <C>   <C>       <C>          <C>
Long-Term Obligations,
   including current
   portion
     Fixed Rate                  $ -     $ -      $ -      $ -      $ -   $ 120,000 $ 120,000    $50,400
     Average interest rate       11%     11%      11%      11%      11%         11%
</TABLE>


The Company's interest income and expense are most sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in U.S. interest
rates affect the interest earned on the Company's cash equivalents as well as
interest paid on its debt. To mitigate the impact of fluctuations in U.S.
interest rates, the Company generally borrows on a long-term basis to maintain a
debt structure that is fixed rate in nature.

A portion of the Company's operations consists of manufacturing and sales
activities in foreign jurisdictions. The Company manufactures and sells its
products in the United States, Australia, the United Kingdom, and South Africa.
As a result, the Company's financial results could be significantly affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in the foreign markets in which the Company distributes its products.
The Company's operating results are exposed to changes in exchange rates between
the U.S. dollar and the Australian dollar, the British pound sterling, and the
South African rand. The Company entered into a foreign currency forward contract
to reduce the Company's exposure to the risk that the eventual net cash inflows
resulting from the sale of products denominated in a currency other than the
businesses functional currency will be adversely impacted by changes in the
exchange rate of the Australian dollar.





                                       19
<PAGE>   22


PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits:  Refer to the index of exhibits.

           (b)  On April 3, 2001, the Company filed an 8-K related to the Offer
                to Purchase outstanding Senior Notes. On May 15, 2001, the
                Company filed an 8-K related to the expiration of the Offer to
                Purchase outstanding Senior Notes.




                                       20
<PAGE>   23


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.


                CONTINENTAL GLOBAL GROUP, INC.

                By:  /s/ Jimmy L. Dickinson
                     ----------------------
                    Jimmy L. Dickinson

                    Vice President and Chief Financial Officer (As duly
                    authorized representative and as Principal Financial and
                    Accounting Officer)

                CONTINENTAL CONVEYOR & EQUIPMENT COMPANY

                By:  /s/ Jimmy L. Dickinson
                     ----------------------
                    Jimmy L. Dickinson

                    Vice President - Finance (As duly authorized representative
                    and as Principal Financial and Accounting Officer)

                GOODMAN CONVEYOR COMPANY

                By:  /s/ Mark Etchberger
                     -------------------
                    Mark Etchberger

                    Controller (As duly authorized representative and as
                    Principal Financial and Accounting Officer)


Date:  August 14, 2001




                                       21
<PAGE>   24


                         Continental Global Group, Inc.

                                    Form 10-Q

                                Index of Exhibits

  Exhibit
   Number     Description of Exhibit
   ------     ----------------------

    3.1
    (a)       Certificate of Incorporation of Continental Global Group,
              Inc., as currently in effect.                                  *

    (b)       Certificate of Amendment of Certificate of Incorporation of
              Continental Global Group, Inc. (Filed as Exhibit 3.1(b) to
              the Company's Form 10-Q for the quarter ended September 30,
              2000, and is incorporated herein by reference.)

    3.2       By-Laws of Continental Global Group, Inc., as currently in
              effect.                                                        *

    3.3       Certificate of Incorporation of Continental Conveyor &         *
              Equipment Company, as currently in effect.

    3.4       By-Laws of Continental Conveyor & Equipment Company, as
              currently in effect.                                           *

    3.5       Certificate of Incorporation of Goodman Conveyor Company, as
              currently in effect.                                           *

    3.6       By-Laws of Goodman Conveyor Company, as currently in effect.   *

    4.1       Indenture, dated as of April 1, 1997, among Continental        *
              Global Group, Inc., Continental Conveyor & Equipment
              Company, Goodman Conveyor Company, and the Trustee
              (containing, as exhibits, specimens of the Series A Notes and
              the Series B Notes).

    10.1
    (a)       Revolving Credit Facility, dated as of September 14, 1992, as  *
              amended by Amendments I, II, and III, among Continental
              Conveyor & Equipment Company, Goodman Conveyor Company, and
              Bank One, Cleveland, NA.

    (b)       Amendment IV, dated as of December 31, 1998, to the Revolving
              Credit Facility, dated as of September 14, 1992, among
              Continental Conveyor & Equipment Company, Goodman Conveyor
              Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1
              (b) to the Company's Form 10-Q for the quarter ended March
              31, 1999, and is incorporated herein by reference.)

    (c)       Letter of Amendment, dated as of July 26, 1999, to the
              Revolving Credit Facility, dated as of September 14, 1992,
              among Continental Conveyor & Equipment Company, Goodman
              Conveyor Company, and Bank One, Cleveland, NA. (Filed as
              Exhibit 10.1 (c) to the Company's Form 10-Q for the quarter
              ended June 30, 1999, and is incorporated herein by
              reference.)

    (d)       Letter of Amendment, dated as of November 4, 1999, to the
              Revolving Credit Facility, dated as of September 14, 1992,
              among Continental Conveyor & Equipment Company, Goodman
              Conveyor Company, and Bank One, Cleveland, NA. (Filed as
              Exhibit 10.1 (d) to the Company's Form 10-Q for the quarter
              ended September 30, 1999, and is incorporated herein by
              reference.)

    (e)       Amendment VI, dated as of March 28, 2000, to the Revolving
              Credit Facility, dated as of September 14, 1992, among
              Continental Conveyor & Equipment Company, Goodman Conveyor
              Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1
              (e) to the Company's Form 10-K for the year ended December
              31, 1999, and is incorporated herein by reference.)



                                    22
<PAGE>   25

                         Continental Global Group, Inc.

                                    Form 10-Q

                          Index of Exhibits (Continued)

    10.1
    (f)       Letter of Amendment, dated as of March 29, 2001, to the
              Revolving Credit Facility, dated as of September 14, 1992,
              among Continental Conveyor & Equipment Company, Goodman
              Conveyor Company, and Bank One, Cleveland, NA. (Filed as
              Exhibit 10.1(f) to the Company's Form 10-K for the year ended
              December 31, 2000, and is incorporated herein by reference.)

    10.2      Management Agreement, dated as of April 1, 1997, between       *
              Continental Global Group, Inc. and Nesco, Inc.


Certain instruments with respect to long-term debt have not been filed as
exhibits as the total amount of securities authorized under any one of such
instruments does not exceed 10 percent of the total assets of the registrant and
its subsidiaries on a consolidated basis. The registrant agrees to furnish to
the Commission a copy of each such instrument upon request.

* Incorporated by reference from Form S-4 Registration Number 333-27665 filed
  under the Securities Act of 1933.

                                      23