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 March 31, 2004

                          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 & Equipment
Continental Global Group, Inc.         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 [ ] No [x]

Indicate by check mark if the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act).  Yes [ ]  No [x]

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

As of June 30, 2004, there were 100 shares of the registrant's common stock
outstanding.



<PAGE>


                                      INDEX

                         CONTINENTAL GLOBAL GROUP, INC.

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

            Item 1            Financial Statements (Unaudited)                                                      1

                              Condensed Consolidated Balance Sheets
                              March 31, 2004 and December 31, 2003                                                  2

                              Condensed Consolidated Statements of Operations
                              Three Months ended March 31, 2004 and 2003                                            3

                              Condensed Consolidated Statements of Cash Flows
                              Three Months ended March 31, 2004 and 2003                                            4

                              Notes to Condensed Consolidated Financial Statements                               5-14

            Item 2            Management's Discussion and Analysis of Financial Condition and Results of
                              Operations                                                                        15-19

            Item 3            Quantitative and Qualitative Disclosures about Market Risk                           20

            Item 4            Controls and Procedures                                                              20

Part II     Other Information

            Item 1            Legal Proceedings                                                                    21

            Item 3            Defaults upon Senior Securities                                                      21

            Item 6            Exhibits and Reports on Form 8-K                                                     21

            Signatures                                                                                             22
</TABLE>




<PAGE>



Part I.  Financial Information

Item 1.  Financial Statements (Unaudited)





                                        1


<PAGE>


                         Continental Global Group, Inc.

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                         March 31            December 31
                                                                           2004                 2003
                                                                    -------------------- --------------------
                                                                        (Unaudited)            (Audited)
<S>                                                                     <C>                  <C>
Assets:
Current assets:
   Cash and cash equivalents                                              $    933,359        $    850,727
   Accounts receivable, net                                                 33,752,610          32,225,793
   Inventories                                                              27,711,096          24,534,307
   Deferred income taxes                                                       285,351             264,770
   Other current assets                                                      1,090,892             942,179
                                                                    -------------------- --------------------
Total current assets                                                        63,773,308          58,817,776

Property, plant and equipment                                               32,727,055          32,269,483
Less accumulated depreciation                                               20,059,511          19,355,298
                                                                    -------------------- --------------------
                                                                            12,667,544          12,914,185

Goodwill                                                                    13,879,650          13,863,527
Deferred financing costs                                                     1,559,706           1,689,682
Other assets                                                                   471,021             477,631
                                                                    -------------------- --------------------

                                                                          $ 92,351,229        $ 87,762,801
                                                                    ==================== ====================
Liabilities and Stockholder's Equity (Deficit):
Current liabilities:
   Notes payable                                                          $ 15,377,276        $ 13,960,369
   Trade accounts payable                                                   29,034,241          24,703,137
   Accrued compensation and employee benefits                                5,233,268           7,422,648
   Accrued interest on senior notes                                          6,600,000           3,300,000
   Other accrued liabilities                                                 8,375,039           8,520,662
   Current maturities of long-term obligations                               2,368,366           2,546,055
   Senior notes in default                                                 120,000,000         120,000,000
                                                                    -------------------- --------------------
Total current liabilities                                                  186,988,190         180,452,871

Pension obligations                                                            490,836             340,836
Deferred income taxes                                                          870,919             874,783
Other long-term obligations, less current maturities                           487,897             369,449

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                                                     (92,508,803)        (90,287,074)
   Accumulated other comprehensive loss                                     (5,971,498)         (5,981,752)
                                                                    -------------------- --------------------
                                                                           (96,486,613)        (94,275,138)
                                                                    -------------------- --------------------

                                                                          $ 92,351,229        $ 87,762,801
                                                                    ==================== ====================
</TABLE>

See notes to condensed consolidated financial statements.


                                        2

<PAGE>


                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                     Three months ended March 31
                                                                       2004                2003
                                                                ------------------- -------------------
                                                                             (Unaudited)
<S>                                                                 <C>                 <C>

Net sales                                                            $ 50,003,856        $ 42,572,936
Cost of products sold                                                  42,275,108          36,626,640
                                                                ------------------- -------------------
Gross profit                                                            7,728,748           5,946,296

Operating expenses:
   Selling and engineering                                              3,225,927           3,212,954
   General and administrative                                           2,763,155           2,552,816
   Management fee                                                         109,360              36,009
   Amortization expense                                                     6,590               6,591
   Restructuring charges                                                  115,457              14,005
                                                                ------------------- -------------------
Total operating expenses                                                6,220,489           5,822,375
                                                                ------------------- -------------------
Operating income                                                        1,508,259             123,921

Other expenses:
   Interest expense, net                                                3,830,169           3,721,601
   Miscellaneous, net                                                    (100,181)            190,066
                                                                ------------------- -------------------
Total other expenses                                                    3,729,988           3,911,667
                                                                ------------------- -------------------

Net loss                                                             $ (2,221,729)       $ (3,787,746)
                                                                =================== ===================
</TABLE>


See notes to condensed consolidated financial statements.


                                       3

<PAGE>


                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                         Three months ended March 31
                                                                         2004                   2003
                                                                 ---------------------- ---------------------
                                                                                 (Unaudited)

<S>                                                                    <C>                    <C>
Operating activities:
   Net loss                                                             $ (2,221,729)          $ (3,787,746)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Provision for depreciation and amortization                             569,580                560,250
     Amortization of deferred financing costs                                129,976                129,975
     Loss (gain) on disposal of assets                                        (3,093)                15,119
     Changes in operating assets and liabilities                             525,874                159,501
                                                                 ---------------------- ---------------------
Net cash used in operating activities                                       (999,392)            (2,922,901)
                                                                 ---------------------- ---------------------

Investing activities:
   Purchases of property, plant, and equipment                              (125,820)               (89,847)
   Proceeds from sale of property, plant, and equipment                        5,915                 20,547
                                                                 ---------------------- ---------------------
Net cash used in investing activities                                       (119,905)               (69,300)
                                                                 ---------------------- ---------------------

Financing activities:
   Net increase in borrowings on notes payable                             1,324,459              1,905,105
   Principal payments on long-term obligations                              (153,145)              (143,085)
                                                                 ---------------------- ---------------------
Net cash provided by financing activities                                  1,171,314              1,762,020
Effect of exchange rate changes on cash                                       30,615                    738
                                                                 ---------------------- ---------------------
Increase (decrease) in cash and cash equivalents                              82,632             (1,229,443)
Cash and cash equivalents at beginning of period                             850,727              5,635,042
                                                                 ---------------------- ---------------------

Cash and cash equivalents at end of period                              $    933,359           $  4,405,599
                                                                 ====================== =====================
</TABLE>

See notes to condensed consolidated financial statements.


                                       4

<PAGE>


                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004


A.  Organization and 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 three-month period ended March 31, 2004
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2004. For further information, refer to the consolidated
financial statements and footnotes of Continental Global Group, Inc. and
subsidiaries for the year ended December 31, 2003, included in the Company's
Form 10-K.

The Company's consolidated financial statements have been presented on a going
concern basis, which contemplates the realization of assets and the
satisfactions of liabilities in the normal course of business.

The Company has incurred recurring losses which totaled approximately $2,222,000
for the three months ended March 31, 2004, and approximately $12,633,000 and
$12,542,000 during the years ended December 31, 2003 and 2002, respectively. The
Company also had working capital deficiencies of approximately $123,215,000 and
$121,635,000 at March 31, 2004 and December 31, 2003, respectively. The
recurring losses are primarily the result of substantial debt service
obligations because the Company is highly leveraged and its current cash flows
from operations have been insufficient to service the interest expense on its
existing debt obligations.

The Company was not in compliance with certain covenants under its revolving
credit facilities as of December 31, 2003 or March 31, 2004, resulting in a
cross default under the terms of the Company's Senior Notes. In addition, the
Company failed to make its $6,600,000 semi-annual interest payment for the
Senior Notes due on April 1, 2004. Following expiration of the 30-day grace
period provided for in the indenture, the Senior Notes were in default and the
Company has subsequently received a notice of default from the Trustee for the
Senior Notes. Accordingly, the Senior Notes have been recorded as current
liabilities in the condensed consolidated balance sheet. However, on April 26,
2004, the Company entered into a forbearance agreement with the holders of a
majority interest ("Majority Holders") of the Senior Notes which instructed the
Trustee for the Senior Notes to refrain from taking any action with respect to
the default prior to May 31, 2004. On May 27, 2004, June 14, 2004, and July 13,
2004, this agreement was amended to extend the forbearance agreement until July
23, 2004.

The Company has been negotiating with the Majority Holders for a restructuring
of the Senior Notes. The restructuring would provide for an exchange of new
notes and a cash payment for all of the outstanding Senior Notes. The
restructuring agreement has not been finalized and the Company cannot assure
that it will be able to enter into a restructuring agreement or successfully
complete a restructuring.


                                       5

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



A.  Organization and Basis of Presentation (Continued)

On May 1, 2004, June 1, 2004, June 15, 2004 and July 13, 2004, the Company and
Bank One, N.A. entered into forbearance agreements under which Bank One has
agreed not to exercise its rights with respect to the defaults, including the
right to demand payment, under the revolving credit facility for a stated
period while the Company negotiates a possible restructuring of its Senior
Notes. On July 12, 2004, the Company received a commitment letter from Bank One
for a waiver of the covenant violations and an extension of the revolving credit
facility through July 31, 2006. The extension is contingent upon the completion
of a restructuring of the Company's Senior Notes. The commitment letter provides
for a $30 million revolving line of credit and a $5 million secured term loan
with a maturity date of July 31, 2006. The Company is currently in discussions
with the lenders under its existing foreign revolving credit facilities to
extend such credit facilities that have matured or are expiring in 2004.

At this time the ability of the Company to successfully extend its domestic and
foreign revolving credit facilities maturing in 2004 and to restructure the
terms of the Senior Notes is uncertain and subject to substantial risk. In the
event that the Company is not successful in the restructuring of its Senior
Notes, the Company may seek to implement the restructuring of its Senior Notes
through a plan of reorganization under Chapter 11 of the Bankruptcy Code.

The condensed consolidated financial statements do not include any adjustments
to reflect any possible future effects of a restructuring of the Senior Notes.

B.  Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 57% of
inventories at March 31, 2004 and December 31, 2003 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 $1,436,000 and $1,316,000 at March 31,
2004 and December 31, 2003, respectively.


                                       6

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



D.  Warranty Costs

The Company's products are generally covered by warranties against defects in
material and workmanship for periods up to two years from the date of sale or
installation of the product. The Company records a provision for estimated
warranty cost based on historical experience and expectations of future
conditions and continuously assesses the adequacy of its product warranty
accrual and makes adjustments as needed. A summary of accrued warranty costs
follows:

Balance as of January 1, 2004                   $ 1,275,401
Provision for warranties                            173,864
Settlements made during the period                  (61,765)
Effect of exchange rate changes                       7,885
                                            -----------------
Balance as of March 31, 2004                    $ 1,395,385
                                            =================

E.  Restructuring Charges

The Company incurred restructuring charges of approximately $115,000 and $14,000
in 2004 and 2003, respectively, related to changes in staffing and production
requirements in its domestic operations. As part of this restructuring, in 2002
the Company developed a plan to discontinue the manufacturing operations in
certain of its domestic facilities and merge these operations with other
existing facilities. The process of merging the domestic operations began in
2003. However, in the fourth quarter of 2003, the Company hired a third-party
consultant to re-evaluate the restructuring plan and make further
recommendations. These recommendations are currently under review by the
Company's management and board of directors. The additional cost of this
restructuring has not been determined. The charges incurred in 2004 consist
primarily of consulting fees while the charges incurred in 2003 consist
primarily of severance costs associated with a reduction in personnel which
occurred in 2002 and 2003. Total restructuring charges incurred since this plan
was developed are approximately $822,000. As of March 31, 2004, the Company has
paid approximately $387,000 of the charges incurred to date, with the majority
of the remainder expected to be paid by 2008.

F.  Comprehensive Loss

The components of comprehensive loss for the three months ended March 31, 2004
and 2003 are as follows:

<TABLE>
<CAPTION>
                                                                      Three months ended
                                                                           March 31
                                                                    2004              2003
                                                              -----------------------------------

<S>                                                              <C>               <C>
Net loss                                                         $ (2,221,729)     $ (3,787,746)
Other comprehensive income (loss):
   Foreign currency translation adjustment                             37,077           151,187
   Change in fair value of derivative hedge, net of tax               (26,823)           43,263
                                                              -----------------------------------

Comprehensive loss                                               $ (2,211,475)     $ (3,593,296)
                                                              ===================================
</TABLE>


                                       7

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



G.  Employee Benefit Plans

As of March 31, 2004, the Company has made contributions of approximately
$2,477,000, including a required contribution of $266,000 and a voluntary
contribution of approximately $2,211,000 due to the underfunded status of the
plan. The Company does not expect to make any further contributions in 2004.

The components of net periodic benefit cost for the three months ended March 31
are as follows:

                                                    2004              2003
                                              ----------------- ----------------
Service cost                                      $   50,950        $   46,717
Interest cost                                        115,570           110,401
Expected return on plan assets                      (127,960)          (78,318)
Amortization of prior service cost                     4,133             4,133
Recognized loss                                       14,933            17,626
                                              ----------------- ----------------
Net periodic benefit cost                         $   57,626        $  100,559
                                              ================= ================

H.  Income Taxes

Income taxes are provided using the liability method in accordance with SFAS No.
109, "Accounting for Income Taxes". For tax reporting purposes, the Company is
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's effective tax rate differs from
the statutory rate in the United States due to losses incurred without a
corresponding tax benefit.

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


                                       8

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



I.  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 tire and rim assemblies
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.

<TABLE>
<CAPTION>
                                                         Three months ended
                                                               March 31
                                                       2004               2003
                                                --------------------------------------
                                                            (in thousands)
<S>                                                   <C>                <C>
Net sales:
   Conveyor equipment                                  $ 44,368           $ 36,695
   Manufactured housing products                          5,481              5,668
   Other                                                    155                210
                                                --------------------------------------
Total net sales                                        $ 50,004           $ 42,573
                                                ======================================

Segment operating income:
   Conveyor equipment                                  $  2,025           $    333
   Manufactured housing products                            103                184
   Other                                                     57                 77
                                                --------------------------------------
Total segment operating income                            2,185                594
   Management fee                                           109                 36
   Amortization expense                                       7                  7
   Restructuring charges                                    115                 14
   Corporate expense                                        446                413
                                                --------------------------------------
Total operating income                                    1,508                124
   Interest expense, net                                  3,830              3,722
   Miscellaneous, net                                      (100)               190
                                                --------------------------------------
Loss before income taxes                               $ (2,222)          $ (3,788)
                                                ======================================
</TABLE>


                                       9

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



J.  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 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 March 31, 2004 and December 31,
2003 for the Company, the guarantor subsidiaries, and the non-guarantor
subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>
                                                 Combined        Combined
                                                 Guarantor     Non-Guarantor
March 31, 2004:                 The Company    Subsidiaries    Subsidiaries    Eliminations       Total
                              -------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>            <C>               <C>
Current assets:
   Cash and cash equivalents      $      53        $    716        $    164       $       -         $    933
   Accounts receivable, net               -          22,828          10,959             (34)          33,753
   Inventories                            -          21,447           6,264               -           27,711
   Deferred income taxes                 81               -             374            (170)             285
   Other current assets                 333             549           1,830          (1,621)           1,091
                              -------------------------------------------------------------------------------
Total current assets                    467          45,540          19,591          (1,825)          63,773
Property, plant, and
   equipment, net                         -           7,941           4,726               -           12,667
Goodwill                                  -          13,043             837               -           13,880
Investment in subsidiaries           60,009          21,597               -         (81,606)               -
Deferred financing costs              1,560               -               -               -            1,560
Other assets                         12,980           2,602               -         (15,111)             471
                              -------------------------------------------------------------------------------
Total assets                      $  75,016        $ 90,723        $ 25,154       $ (98,542)        $ 92,351
                              ===============================================================================
Current liabilities:
   Notes payable                  $       -        $ 13,093        $  3,224       $    (940)        $ 15,377
   Trade accounts payable                10          18,511          10,556             (43)          29,034
   Accrued compensation and
     employee benefits                  104           3,921           1,208               -            5,233
   Accrued interest                   6,600               -               -               -            6,600
   Other accrued liabilities          1,414           5,663           4,038          (2,740)           8,375
   Current maturities of
     long-term obligations                -           2,354              15               -            2,369
   Senior notes in default          120,000               -               -               -          120,000
                              -------------------------------------------------------------------------------
Total current liabilities           128,128          43,542          19,041          (3,723)         186,988
Pension obligation                        -             491               -               -              491
Deferred income taxes                     -          13,551               -         (12,680)             871
Other long-term obligations               -             255           1,216            (983)             488
Stockholder's equity
  (deficit)                         (53,112)         32,884           4,897         (81,156)         (96,487)
                              -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity
   (deficit)                      $  75,016        $ 90,723        $ 25,154       $ (98,542)        $ 92,351
                              ===============================================================================
</TABLE>


                                       10

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



J.  Guarantor and Non-Guarantor Subsidiaries (Continued)

<TABLE>
<CAPTION>
                                                 Combined        Combined
                                                 Guarantor     Non-Guarantor
December 31, 2003:              The Company    Subsidiaries    Subsidiaries    Eliminations       Total
                              -------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>            <C>               <C>
Current assets:
   Cash and cash equivalents       $    114        $    734        $      3       $       -         $    851
   Accounts receivable, net               -          17,951          14,338             (63)          32,226
   Inventories                            -          19,925           4,609               -           24,534
   Deferred income taxes                 81               -             372            (188)             265
   Other current assets                  51             647           2,061          (1,817)             942
                              -------------------------------------------------------------------------------
Total current assets                    246          39,257          21,383          (2,068)          58,818
Property, plant, and
   equipment, net                         -           8,182           4,732               -           12,914
Goodwill                                  -          13,031             832               -           13,863
Investment in subsidiaries           60,009          21,520               -         (81,529)               -
Deferred financing costs              1,690               -               -               -            1,690
Other assets                         12,285           2,023               -         (13,830)             478
                              -------------------------------------------------------------------------------
Total assets                       $ 74,230        $ 84,013        $ 26,947       $ (97,427)        $ 87,763
                              ===============================================================================
Current liabilities:
   Notes payable                   $      -        $ 11,298        $  3,393       $    (731)        $ 13,960
   Trade accounts payable                34          12,922          11,810             (63)          24,703
   Accrued compensation and
     employee benefits                   42           6,006           1,375               -            7,423
   Accrued interest                   3,300               -               -               -            3,300
   Other accrued liabilities            878           5,737           4,441          (2,535)           8,521
   Current maturities of
     long-term obligations                -           2,456              90               -            2,546
   Senior Notes in default          120,000               -               -               -          120,000
                              -------------------------------------------------------------------------------
Total current liabilities           124,254          38,419          21,109          (3,329)         180,453
Pension obligation                        -             341               -               -              341
Deferred income taxes                     -          12,860               -         (11,985)             875
Other long-term obligations               -             196           1,131            (958)             369
Stockholder's equity
  (deficit)                         (50,024)         32,197           4,707         (81,155)         (94,275)
                              -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity
   (deficit)                       $ 74,230        $ 84,013        $ 26,947       $ (97,427)        $ 87,763
                              ===============================================================================
</TABLE>


                                       11

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



J.  Guarantor and Non-Guarantor Subsidiaries (Continued)

Summarized consolidating statements of operations for the three months ended
March 31, 2004 and 2003, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):


<TABLE>
<CAPTION>
                                                         Combined        Combined
                                                         Guarantor     Non-Guarantor
                                           The Company  Subsidiaries   Subsidiaries   Eliminations     Total
                                          ------------- ------------- --------------- ------------- -------------
<S>                                         <C>          <C>              <C>              <C>        <C>
Three months ended March 31, 2004:
Net sales                                    $      -     $ 37,324         $ 12,688         $  (8)     $ 50,004
Cost of products sold                               -       30,830           11,453            (8)       42,275
                                          ------------- ------------- --------------- ------------- -------------
Gross profit                                        -        6,494            1,235             -         7,729
Total operating expenses                          353        4,570            1,298             -         6,221
                                          ------------- ------------- --------------- ------------- -------------
Operating income (loss)                          (353)       1,924              (63)            -         1,508
Interest expense, net                           3,430          272              128             -         3,830
Miscellaneous, net                                  -          (92)              (8)            -          (100)
                                          ------------- ------------- --------------- ------------- -------------
Income (loss) before income taxes              (3,783)       1,744             (183)            -        (2,222)
Income tax expense (benefit)                     (695)         695                -             -             -
                                          ------------- ------------- --------------- ------------- -------------
Net income (loss)                            $ (3,088)    $  1,049         $   (183)        $   -      $ (2,222)
                                          ============= ============= =============== ============= =============
</TABLE>



<TABLE>
<CAPTION>
                                                          Combined       Combined
                                                          Guarantor    Non-Guarantor
                                           The Company  Subsidiaries   Subsidiaries   Eliminations     Total
                                          ------------- ------------- --------------- ------------- -------------
<S>                                         <C>          <C>               <C>             <C>        <C>
Three months ended March 31, 2003:
Net sales                                    $      -     $ 33,553          $ 9,046         $ (26)     $ 42,573
Cost of products sold                               -       28,198            8,455           (26)       36,627
                                          ------------- ------------- --------------- ------------- -------------
Gross profit                                        -        5,355              591             -         5,946
Total operating expenses                          449        4,231            1,142             -         5,822
                                          ------------- ------------- --------------- ------------- -------------
Operating income (loss)                          (449)       1,124             (551)            -           124
Interest expense, net                           3,427          238               57             -         3,722
Miscellaneous, net                                170           24               (4)            -           190
                                          ------------- ------------- --------------- ------------- -------------
Income (loss) before income taxes              (4,046)         862             (604)            -        (3,788)
Income tax expense (benefit)                     (398)         398                -             -             -
                                          ------------- ------------- --------------- ------------- -------------
Net income (loss)                            $ (3,648)    $    464          $  (604)        $   -      $ (3,788)
                                          ============= ============= =============== ============= =============
</TABLE>


                                       12

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



 J.  Guarantor and Non-Guarantor Subsidiaries (Continued)

Summarized consolidating cash flow statements for the three months ended March
31, 2004 and 2003, respectively, for the Company, the guarantor subsidiaries,
and the non-guarantor subsidiaries are as follows (in thousands):

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

<S>                                           <C>        <C>               <C>             <C>         <C>
Three months ended March 31, 2004:
Net cash provided by (used in)
   operating activities                        $ (61)     $ (1,231)         $  293          $  -        $ (999)

Investing activities:
   Purchases of property, plant, and
    equipment                                      -           (55)            (71)            -          (126)
   Proceeds from sale of property,
     plant, and equipment                          -             6               -             -             6
                                         ------------- ------------- --------------- ------------- -------------
Net cash used in investing activities              -           (49)            (71)            -          (120)
                                         ------------- ------------- --------------- ------------- -------------

Financing activities:
   Net increase (decrease) in
     borrowings on notes payable                   -         1,797            (473)            -         1,324
   Principal payments on long-term
     obligations                                   -          (130)            (23)            -          (153)
   Intercompany loan activity                      -          (377)            377             -             -
                                         ------------- ------------- --------------- ------------- -------------
Net cash provided by (used in)
   financing activities                            -         1,290            (119)            -         1,171
Exchange rate changes on cash                      -           (28)             58             -            30
                                         ------------- ------------- --------------- ------------- -------------
Increase (decrease) in cash and cash
   equivalents                                   (61)          (18)            161             -            82
Cash and cash equivalents at beginning
   of period                                     114           734               3             -           851
                                         ------------- ------------- --------------- ------------- -------------
Cash and cash equivalents at end of
   period                                      $  53      $    716          $  164          $  -        $  933
                                         ============= ============= =============== ============= =============
</TABLE>


                                       13

<PAGE>

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2004



J.  Guarantor and Non-Guarantor Subsidiaries (Continued)

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

<S>                                         <C>           <C>            <C>               <C>       <C>
Three months ended March 31, 2003:
Net cash provided by (used in)
   operating activities                      $  (744)      $  (788)       $ (1,396)         $  5      $ (2,923)

Investing activities:
   Purchases of property, plant, and
    equipment                                      -           (43)            (47)            -           (90)
   Proceeds from sale of property,
     plant, and equipment                          -            21               -             -            21
                                         ------------- ------------- --------------- ------------- -------------
Net cash used in investing activities              -           (22)            (47)            -           (69)
                                         ------------- ------------- --------------- ------------- -------------

Financing activities:
   Net increase (decrease) in
     borrowings on notes payable                   -           705           1,200             -         1,905
   Principal payments on long-term
     obligations                                   -          (125)            (18)            -          (143)
   Intercompany loan activity                 (1,175)          925             250             -             -
                                         ------------- ------------- --------------- ------------- -------------
Net cash provided by (used in)
   financing activities                       (1,175)        1,505           1,432             -         1,762
Exchange rate changes on cash                      -            (5)             11            (5)            1
                                         ------------- ------------- --------------- ------------- -------------
Increase (decrease) in cash and cash
   equivalents                                (1,919)          690               -             -        (1,229)
Cash and cash equivalents at beginning
   of period                                   4,524         1,109               2             -         5,635
                                         ------------- ------------- --------------- ------------- -------------
Cash and cash equivalents at end of
   period                                    $ 2,605       $ 1,799        $      2          $  -      $  4,406
                                         ============= ============= =============== ============= =============
</TABLE>


                                       14


<PAGE>


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 for
the year ended December 31, 2003.

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.

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 ended March 31,
2004 and 2003.

                                     Three months ended
                                          March 31
                                 --------------------------
                                      2004         2003

Net sales                            100.0%       100.0%
Cost of products sold                 84.5         86.0
Gross profit                          15.5         14.0
SG&A expenses                         12.0         13.5
Management fee                         0.2          0.1
Restructuring charges                  0.3          0.1
Operating income                       3.0          0.3

Three months ended March 31, 2004, compared to three months ended March 31,
2003:

Net Sales
Net sales increased $7.4 million, or 17%, from $42.6 million in 2003 to $50.0
million in 2004. Net sales in the domestic operations of the Company's conveyor
equipment segment increased $1.5 million due to improved sales volume in the
mining equipment and conveyor components business areas. Net sales in the
foreign operations of the Company's conveyor equipment segment increased $6.2
million. Changes in foreign currency translation rates resulted in $3.6 million
of the increase in the foreign subsidiaries. The remaining increase in sales in
the foreign subsidiaries primarily resulted from increases in Australia and the
United Kingdom of $0.6 million and $1.7 million, respectively. The increase in
Australia was due to improved market conditions in the coal industry and the
increase in the United Kingdom was the result of increased sales of large system
contracts. Net sales in the Company's manufactured housing and other segments
decreased $0.2 million and $0.1 million, respectively.


                                       15

<PAGE>


Gross Profit
Gross profit increased $1.8 million, or 30%, from $5.9 million in 2003 to $7.7
million in 2004. Gross profit in the domestic operations of the Company's
conveyor equipment segment increased $1.0 million due to a more favorable
product mixture in the mining equipment business area and increased sales volume
in the higher margin conveyor components business area. Gross profit in the
foreign operations of the Company's conveyor equipment segment increased $0.8
million. Changes in foreign currency translation rates resulted in $0.4 million
of this increase. The remaining increase in the foreign subsidiaries was
primarily due to improved profit margins in the United Kingdom due to the
increased sales volume resulting in more efficient utilization of overhead
expenses.

SG&A Expenses
SG&A expenses increased $0.2 million, or 3%, from $5.8 million in 2003 to $6.0
million in 2004. The increase is almost entirely attributable to the Company's
foreign subsidiaries. Foreign currency translation rates caused an increase in
SG&A expenses of $0.4 million. Adjusted for foreign currency translation rates,
SG&A expenses at the Australian and United Kingdom subsidiaries each decreased
by $0.1 million.

Operating Income
Operating income increased $1.4 million, from $0.1 million in 2003 to $1.5
million in 2004. This increase resulted from the $1.8 million increase in gross
profit, offset by the $0.2 million increase in SG&A expenses, a $0.1 million
increase in management fees, and a $0.1 million increase in restructuring
charges.

Restructuring Charges
The Company incurred restructuring charges of approximately $0.1 million and
less than $0.1 million in 2004 and 2003 related to changes in staffing and
production requirements in its domestic operations. As part of this
restructuring, in 2002 the Company developed a plan to discontinue the
manufacturing operations in certain of its domestic facilities and merge these
operations with other existing facilities. The process of merging the domestic
operations began in 2003. However, in the fourth quarter of 2003, the Company
hired a third-party consultant to re-evaluate the restructuring plan and make
further recommendations. These recommendations are currently under review by the
Company's management and board of directors. The additional cost of this
restructuring has not been determined. The charges incurred in 2004 consist
primarily of consulting fees while the charges incurred in 2003 consist
primarily of severance costs associated with a reduction in personnel which
occurred in 2002 and 2003. Total restructuring charges incurred since this plan
was developed are approximately $0.8 million. As of March 31, 2004, the Company
has paid approximately $0.4 million of the charges incurred to date, with the
majority of the remainder expected to be paid by 2008.

Backlog
Backlog at March 31, 2004 was $61.1 million, an increase of $26.1 million, or
75%, from $35.0 million at December 31, 2003. At March 31, 2004, backlog in the
domestic operations of the Company's conveyor equipment segment was $20.5
million, an increase of $9.5 million from December 31, 2003, and backlog in the
foreign operations of the Company's conveyor equipment segment was $40.6
million, an increase of $16.6 million from December 31, 2003. Management
believes that approximately 95% of the backlog will be shipped in 2004.

Liquidity and Capital Resources

Net cash used in operating activities was $1.0 and $2.9 million for the three
months ending March 31, 2004 and 2003, respectively. Net cash used in operating
activities in 2004 resulted from a net loss of $2.2 million offset by non-cash
expenses of $0.7 million and a net decrease in operating assets and liabilities


                                       16

<PAGE>

of $0.5 million. Net cash used in operating activities in 2003 resulted from a
net loss of $3.8 million offset by non-cash expenses of $0.7 million and a net
decrease in operating assets and liabilities of $0.2 million. The reduction in
net cash used in operating activities from 2003 to 2004 was due to the reduction
in the net loss which resulted from higher net sales and improved gross profit
margins.

Net cash used in investing activities was $0.1 million for the three months
ending March 31, 2004 and 2003, and represents net purchases of property, plant,
and equipment for both years.

Net cash provided by financing activities was $1.2 million and $1.8 million for
the three months ending March 31, 2004 and 2003, respectively. Net cash provided
by financing activities in 2004 resulted from a net increase in borrowings on
notes payable of $1.3 million offset by principal payments on long-term
obligations of $0.1 million. Net borrowings on notes payable under the Company's
domestic credit facility increased $0.8 million and net borrowings on notes
payable under the Company's various credit facilities at the foreign
subsidiaries increased $0.5 million. Net cash provided by financing activities
in 2003 resulted from a net increase in borrowings on notes payable of $1.9
million offset by principal payments on long-term obligations of $0.1 million.
Net borrowings on notes payable under the Company's domestic credit facility
increased $0.4 million while net borrowings on notes payable under the Company's
various credit facilities at the foreign subsidiaries increased $1.5 million.

The Company's primary capital requirements consist of capital expenditures and
debt service. The Company utilizes cash on hand and its available credit
facilities to satisfy these requirements. The Company anticipates that capital
expenditures in 2004, which will be primarily for maintenance capital, will
approximate those made in 2003. In addition to the Company's debt service
requirements for interest expense, as of March 31, 2004, the Company's domestic
and foreign credit facilities had outstanding principal balances of
approximately $10.0 million and $5.4 million, respectively.

The Company has incurred recurring losses which totaled approximately $2.2
million for the three months ended March 31, 2004, and approximately $12.6
million and $12.5 million during the years ended December 31, 2003 and 2002,
respectively. The Company also had working capital deficiencies of approximately
$123.2 million and $121.6 million at March 31, 2004 and December 31, 2003,
respectively. The recurring losses are primarily the result of substantial debt
service obligations because the Company is highly leveraged and its current cash
flows from operations have been insufficient to service the interest expense on
its existing debt obligations.

The Company was not in compliance with certain covenants under its revolving
credit facilities as of December 31, 2003 or March 31, 2004, resulting in a
cross default under the terms of the Company's Senior Notes. In addition, the
Company failed to make its $6.6 million semi-annual interest payment for the
Senior Notes due on April 1, 2004. Following expiration of the 30-day grace
period provided for in the indenture, the Senior Notes were in default and the
Company has subsequently received a notice of default from the Trustee for the
Senior Notes. Accordingly, the Senior Notes have been recorded as current
liabilities in the condensed consolidated balance sheet. However, on April 26,
2004, the Company entered into a forbearance agreement with the holders of a
majority interest ("Majority Holders") of the Senior Notes which instructed the
Trustee for the Senior Notes to refrain from taking any action with respect to
the default prior to May 31, 2004. On May 27, 2004, June 14, 2004 and July 13,
2004, this agreement was amended to extend the forbearance agreement until July
23, 2004.

The Company has been negotiating with the Majority Holders for a restructuring
of the Senior Notes. The restructuring would provide for an exchange of new
notes and a cash payment for all of the outstanding Senior Notes. The


                                       17

<PAGE>

restructuring agreement has not been finalized and the Company cannot assure
that it will be able to enter into a restructuring agreement or successfully
complete a restructuring.

On May 1, 2004, June 1, 2004, June 15, 2004 and July 13, 2004, the Company and
Bank One, N.A. entered into forbearance agreements under which Bank One has
agreed not to exercise its rights with respect to the defaults, including the
right to demand payment, under the revolving credit facility for a stated period
while the Company negotiates a possible restructuring of its Senior Notes. On
July 12, 2004, the Company received a commitment letter from Bank One for a
waiver of the covenant violations and an extension of the revolving credit
facility. The extension is contingent upon the completion of a restructuring of
the Company's Senior Notes. The Company is currently in discussions with the
lenders under its existing foreign revolving credit facilities to extend such
credit facilities that have matured or are expiring in 2004.

The credit facility of the Company's United Kingdom subsidiary matured on March
31, 2004. The subsidiary was not in compliance with its debt covenants at March
31, 2004. However, the subsidiary's principal lender has continued to allow the
subsidiary to borrow under the facility to date at a reduced line of 2.25
million British pounds sterling. The subsidiary is currently in negotiations for
a new agreement. The credit facility of the Company's Australian subsidiary also
matured on March 31, 2004. The subsidiary's principal lender has continued to
allow the subsidiary to borrow under the facility to date and the subsidiary is
currently in negotiations for a new agreement.

At March 31, 2004, the Company had cash and cash equivalents of approximately
$0.9 million and approximately $7.6 million available for use under its domestic
credit facility, representing approximately $8.5 million of liquidity. At this
time the ability of the Company to successfully extend its domestic and foreign
revolving credit facilities maturing in 2004 and to restructure the terms of the
Senior Notes is uncertain and subject to substantial risk. In the event that the
Company is not successful in the restructuring of its Senior Notes, the Company
may seek to implement the restructuring of its Senior Notes through a plan of
reorganization under Chapter 11 of the Bankruptcy Code.

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 increases to stockholder's equity (deficit) of
approximately $.04 million and $0.15 million for the three months ended March
31, 2004 and 2003, respectively.

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


                                       18

<PAGE>

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.

In addition, the Company's future results of operations, financial condition,
liquidity and capital resources could be materially adversely affected by, among
other things, economic and political uncertainties or prolonged economic
recession.



                                       19

<PAGE>


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)          2004          2005     2006     2007     2008     Total     3/31/04
------------------------------------------------------------------------------------------------------

<S>                            <C>            <C>     <C>      <C>       <C>    <C>         <C>
Long-Term Obligations,
  including current portion
     Fixed Rate                 $ 120,000      $ -     $ -      $ -       $ -    $ 120,000   $ 18,000
     Average interest rate            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.

Item 4.  Controls and Procedures

As of March 31, 2004, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There were no significant changes in the Company's internal controls
over financial reporting that occurred during the Company's most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.


                                       20

<PAGE>


Part II.  Other Information

Item 1.  Legal Proceedings

In August and September 2003, Continental Conveyor & Equipment Company was
served as one of fifty-eight known and unknown defendants in nineteen separate
actions pending in various state courts in the State of Alabama alleging various
contract, tort and warranty claims. All claims in such actions arose out of
alleged injuries and deaths occurring at the Jim Walters Resources No. 5 Mine
which occurred on September 23, 2001. The plaintiffs in such actions do not
allege a particular set of actions or omissions by Continental Conveyor &
Equipment Company that give rise to the claims, nor is there a specific amount
of damages sought. The Company believes that these claims are without merit and
intends to vigorously defend all claims. The Company considers such claims to be
the type of claims that arise in the normal course of its business. While it is
not feasible to predict the outcome of these matters with certainty, management
is of the opinion that their ultimate disposition should not have a material
adverse effect on the Company's financial condition.

Item 3.  Defaults upon Senior Securities

On April 1, 2004, the Company failed to make its $6.6 million semi-annual
interest payment due for the 11% Senior Notes due 2007. Following expiration of
the 30-day grace period provided for in the indenture, the Senior Notes were in
default and the Company has subsequently received a notice of default from the
Trustee for the Senior Notes.

Item 6.  Exhibits and Reports on Form 8-K

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

           (b) Reports on Form 8-K;

                On April 1, 2004, the Company filed a Form 8-K regarding
                Regulation FD Disclosure, which contained as an Exhibit a letter
                of notification to Wells Fargo Bank, the Trustee of the
                Company's 11% Senior Notes due 2007, that the Company had
                determined to avail itself of the 30-day grace period for the
                payment of interest due on April 1, 2004.


                                       21

<PAGE>


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/ J. Mark Etchberger
                                        -----------------------
                                        J. Mark Etchberger

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


Date:  July 19, 2004



                                       22

<PAGE>


                         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      Amended and Restated Credit Facility and Security Agreement,
              dated as of July 25, 2002, among Bank One, NA, Continental
              Conveyor & Equipment Company, and Goodman Conveyor Company.
              (Filed as Exhibit 10.1 to the Company's Form 10-Q for the
              quarter ended September 30, 2002, and is incorporated herein
              by reference.)

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

    10.3      Employment Agreement, effective November 4, 2002, between
              Continental Global Group, Inc. and Robert Hale. (Filed as
              Exhibit 10.3 to the Company's Form 10-K for the year ended
              December 31, 2002, and is incorporated herein by reference.)

    10.4      Continental Global Group, Inc. Phantom Stock Plan dated as of
              November 4, 2002. (Filed as Exhibit 10.4 to the Company's Form
              10-K for the year ended December 31, 2002, and is incorporated
              herein by reference.)

    10.5      Second Amendment to Amended and Restated Credit Facility and
              Security Agreement, effective as of August 12, 2003, by and
              among Bank One, NA, Continental Conveyor & Equipment Company,
              and Goodman Conveyor Company. (Filed as Exhibit 10.5 to the
              Company's Form 10-Q for the quarter ended June 30, 2003, and
              is incorporated herein by reference.)

    10.6      Forbearance Agreement, effective as of April 26, 2004, by and
              among Continental Global Group, Inc., N.E.S. Investment Co.,
              and CFSC Wayland Advisers, Inc. (Filed as Exhibit 10.6 to the
              Company's Form 10-K for the year ended December 31, 2003, and
              is incorporated herein by reference.)

    10.7      Forbearance Agreement, effective as of May 1, 2004, by and
              among Bank One, NA, Continental Conveyor & Equipment Company,
              and Goodman Conveyor Company. (Filed as Exhibit 10.7 to the
              Company's Form 10-K for the year ended December 31, 2003, and is
              incorporated herein by reference.)

    10.8      Amendment 1, dated as of May 27, 2004, to Forbearance Agreement
              effective as of April 26, 2004, by and among Continental Global
              Group, Inc., N.E.S. Investment Co., and CFSC Wayland Advisers,
              Inc. (Filed as Exhibit 10.8 to the Company's Form 10-K for the
              year ended December 31, 2003, and is incorporated herein by
              reference.)

    10.9      Forbearance Agreement, effective as of June 1, 2004, by and
              among Bank One, NA, Continental Conveyor & Equipment Company,
              and Goodman Conveyor Company. (Filed as Exhibit 10.9 to the
              Company's Form 10-K for the year ended December 31, 2003, and is
              incorporated herein by reference.)

   10.10      Amendment 2, dated as of June 14, 2004, to Forbearance Agreement
              effective as of April 26, 2004, by and among Continental Global
              Group, Inc., N.E.S. Investment Co., and CFSC Wayland Advisers,
              Inc. (Filed as Exhibit 10.10 to the Company's Form 10-K for the
              year ended December 31, 2003, and is incorporated herein by
              reference.)

   10.11      Forbearance Agreement, effective as of June 15, 2004, by and
              among Bank One, NA, Continental Conveyor & Equipment Company,
              and Goodman Conveyor Company. (Filed as Exhibit 10.11 to the
              Company's Form 10-K for the year ended December 31, 2003, and is
              incorporated herein by reference.)

   10.12      Commitment Letter, dated as of July 12, 2004, from Bank One, NA,
              to Continental Conveyor & Equipment Company, Goodman Conveyor
              Company, and Continental Global Group, Inc. (Filed as Exhibit
              10.12 to the Company's Form 10-K for the year ended Decenber 31,
              2003, and is incorporated herein by reference.)

   10.13      Amendment 3, dated as of July 13, 2004, to Forbearance Agreement
              effective as of April 26, 2004, by and among Continental Global
              Group, Inc., N.E.S. Investment Co., and Wayzata Advisers LLC.
              (Filed as Exhibit 10.13 to the Company's Form 10-K for the year
              ended December 31, 2003, and is incorporated herein by reference.)

   10.14      Forbearance Agreement, effective as of July 13, 2004, by and
              among Bank One, NA, Continental Conveyor & Equipment Company,
              and Goodman Conveyor Company. (Filed as Exhibit 10.14 to the
              Company's Form 10-K for the year ended December 31, 2003, and
              is incorporatd herein by reference.)

    31.1      Certification of the Chief Executive Officer pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002

    31.2      Certification of the Chief Financial Officer pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002

     32       Certifications of the Chief Executive Officer and Chief Financial
              Officer pursuant to 18, U.S.C. 1350, as adopted pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002


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.