================================================================================


                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                      For the Quarter Ended April 30, 2004
                         Commission File Number 0-26230





                         WESTERN POWER & EQUIPMENT CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                              91-1688446
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                                 I.D. number)



6407-B N.E. 117th Avenue, Vancouver, WA                            98662
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)



                    Registrant's telephone no.: 360-253-2346



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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.

                    YES     X                         NO
                          -----                            -----



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


               Title of Class                             Number of shares
                Common Stock                                Outstanding
         (par value $.001 per share)                        10,130,000


================================================================================
<PAGE>
                         WESTERN POWER & EQUIPMENT CORP.
                                      INDEX






PART I.  FINANCIAL INFORMATION                                       Page Number

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                  April 30, 2004 (Unaudited) and July 31, 2003.............    2

                  Condensed Consolidated Statements of Operations
                  Three months ended April 30, 2004 (Unaudited)
                  and April 30, 2003 (Unaudited)...........................    3

                  Condensed Consolidated Statements of Operations
                  Nine months ended April 30, 2004 (Unaudited)
                  and April 30, 2003 (Unaudited)...........................    4

                  Condensed Consolidated Statements of Cash Flows
                  Nine months ended April 30, 2004 (Unaudited)
                  and April 30, 2003 (Unaudited)...........................    5

                  Notes to Condensed Consolidated Financial Statements..... 6-10

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................11-15

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk..............................................   15

         Item 4.  Controls and Procedures..................................   15




PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings........................................   16

         Item 2.  Changes in Securities....................................   16

         Item 3.  Defaults Upon Senior Securities..........................   16

         Item 4.  Submission of Matters to a Vote of Security Holders......   16

         Item 5.  Other Information........................................   16

         Item 6.  Exhibits and Reports on Form 8-K.........................   16

SIGNATURES  ................................................................  17




                                        2
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS
         --------------------

                         WESTERN POWER & EQUIPMENT CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE><CAPTION>
                                                                                April 30,         July 31,
                                                                                  2004              2003
                                                                                --------          --------
                                                                               (Unaudited)
<S>                                                                             <C>               <C>
                                ASSETS (PLEDGED)
                                ----------------
Current assets:
    Cash and cash equivalents..........................................         $      8          $      8
    Restricted Cash....................................................            1,052               400
    Accounts receivable, less allowance for doubtful
      accounts of $772 and $555, respectively..........................            7,785             9,779
    Inventories........................................................           30,710            27,494
    Prepaid expenses...................................................              151               126
                                                                                --------          --------
         Total current assets..........................................           39,706            37,807

Fixed assets:
    Property, plant and equipment (net)................................            2,694             2,843
    Rental equipment fleet (net).......................................           12,332            13,663
                                                                                --------          --------
         Total fixed assets............................................           15,026            16,506

Other assets...........................................................              131               153
                                                                                --------          --------
Total assets...........................................................         $ 54,863          $ 54,466
                                                                                ========          ========

                       LIABILITIES & STOCKHOLDERS' DEFICIT
                       -----------------------------------
Current liabilities:
    Borrowings under floor plan financing..............................         $ 16,522            10,959
    Short-term borrowings..............................................           28,949            34,566
    Convertible debt...................................................               50                63
    Accounts payable and accrued expenses..............................            8,897             8,214
    Accrued payroll and vacation.......................................              580               572
    Other accrued liabilities..........................................            1,077               984
    Notes Payable......................................................                8                --
    Capital lease obligation...........................................               29                39
                                                                                --------          --------
         Total current liabilities.....................................           56,112            55,397

Long-term liabilities
    Notes Payable......................................................               57                --
    Capital lease obligation...........................................              861               880
                                                                                --------          --------
         Total long-term liabilities...................................              918               880
                                                                                --------          --------

Total liabilities......................................................           57,030            56,277
                                                                                --------          --------
Stockholders' deficit:
    Preferred stock-10,000,000 shares authorized;
      none issued and outstanding......................................               --                --
    Common stock-$.001 par value; 20,000,000 shares authorized;
      10,260,300 issued and 10,130,000 outstanding.....................               10                10
    Additional paid-in capital.........................................           16,933            16,933
    Accumulated deficit................................................          (18,266)          (17,910)
    Less common stock in treasury, at cost (130,300 shares)............             (844)             (844)
                                                                                --------          --------
         Total stockholders' deficit...................................           (2,167)           (1,811)
                                                                                --------          --------
Total liabilities and stockholders' deficit............................         $ 54,863          $ 54,466
                                                                                ========          ========
</TABLE>
                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        3
<PAGE>
                         WESTERN POWER & EQUIPMENT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (Dollars in thousands, except per share amounts)




<TABLE><CAPTION>
                                                                               Three Months Ended April 30,
                                                                                --------------------------
                                                                                  2004              2003
                                                                                --------          --------
<S>                                                                             <C>               <C>
Net revenue............................................................         $ 26,426          $ 24,772

Cost of revenues (includes depreciation of $935 and $787 respectively).           24,142            21,988
                                                                                --------          --------

Gross profit...........................................................            2,284             2,784

Selling, general and administrative expenses...........................            2,271             2,022
                                                                                --------          --------

Operating income.......................................................               13               762

Other income (expense):
    Interest expense...................................................             (645)             (746)
    Other income.......................................................              (58)              106
                                                                                --------          --------

Income before income tax provision.....................................             (690)              122

Income tax provision...................................................               12                12
                                                                                --------          --------

Net(loss) income.......................................................         $   (702)         $    110
                                                                                ========          ========


Average outstanding common shares for basic and diluted
  earnings per share...................................................           10,130             4,214
                                                                                ========          ========

Basic and diluted earnings per common share ...........................         $  (0.07)         $   0.03
                                                                                ========          ========
</TABLE>

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        4
<PAGE>
                         WESTERN POWER & EQUIPMENT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (Dollars in thousands, except per share amounts)




<TABLE><CAPTION>
                                                                                Nine Months Ended April 30,
                                                                                --------------------------
                                                                                  2004              2003
                                                                                --------          --------
<S>                                                                             <C>               <C>
Net revenue............................................................         $ 82,119          $ 73,529

Cost of revenues (includes depreciation of $3,538 and $2,535,
   respectively).......................................................           73,453            63,854
                                                                                --------          --------

Gross profit...........................................................            8,666             9,675

Selling, general and administrative expenses...........................            7,021             6,686
                                                                                --------          --------

Operating income.......................................................            1,645             2,989

Other income (expense):
    Interest expense...................................................           (2,057)           (2,543)
    Other income.......................................................               92               203
                                                                                --------          --------

Income before income tax provision.....................................             (320)              649

Income tax provision...................................................               36                37
                                                                                --------          --------

Net (loss) income......................................................         $   (356)         $    612
                                                                                ========          ========


Average outstanding common shares for basic and diluted
   earnings per share..................................................           10,130             4,073
                                                                                ========          ========

Basic and diluted earnings per common share ...........................         $  (0.04)         $   0.15
                                                                                ========          ========
</TABLE>



                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        5
<PAGE>
                         WESTERN POWER & EQUIPMENT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in thousands)



<TABLE><CAPTION>
                                                                                Nine Months Ended April 30,
                                                                                --------------------------
                                                                                  2004              2003
                                                                                --------          --------
<S>                                                                             <C>               <C>
Cash flows from operating activities:
    Net income.........................................................            $(356)           $  612
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation.......................................................            3,880             4,638
    Bad Debts..........................................................              301                68
    Gain on sale of fixed assets and rental equipment..................             (702)             (177)
    Changes in assets and liabilities:
         Accounts receivable...........................................            1,693             1,669
         Restricted Cash...............................................             (651)             (233)
         Inventories...................................................           (5,082)           (4,277)
         Prepaid expenses and other assets.............................               (3)              (96)
         Accounts payable and accrued expenses.........................              683              (448)
         Accrued payroll and vacation..................................                7              (175)
         Other accrued liabilities.....................................               94               170
         Income taxes receivable/payable...............................               --                17
                                                                                --------          --------
Net cash provided by operating activities..............................             (136)            1,768
                                                                                --------          --------

Cash flows from investing activities:
    Purchase of fixed assets...........................................             (222)              (65)
    Purchases of rental equipment......................................           (4,376)           (1,478)
    Proceeds on sale of fixed assets...................................                8                 5
    Proceeds on sale of rental equipment...............................            4,757             4,166
                                                                                --------          --------
    Net cash provided by (used in) investing activities                              167             2,628
                                                                                --------          --------

Cash flows from financing activities:
    Principal payments on capital leases...............................              (29)              (30)
    Borrowings on floor-plan financing.................................            5,563               979
    Payments on short-term borrowings..................................           (5,617)           (5,229)
    Long-term debt borrowings..........................................               65              (116)
    Payments on convertible debt.......................................              (13)               --
                                                                                --------          --------
Net cash used in financing activities..................................              (31)           (4,396)
                                                                                --------          --------

Decrease in cash and cash equivalents..................................               --                --
Cash and cash equivalents at beginning of period.......................                8                 5
                                                                                --------          --------

Cash and cash equivalents at end of period.............................         $      8          $      5
                                                                                ========          ========
</TABLE>

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        6
<PAGE>
                         WESTERN POWER & EQUIPMENT CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


1.       BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and
in the opinion of management contain all the adjustments (consisting of those of
a normal recurring nature) considered necessary to present fairly the condensed
consolidated balance sheet and the condensed consolidated results of operations
and cash flows for the periods presented in conformity with accounting
principles generally accepted in the United States applicable to interim
periods. The results of operations for the quarterly periods ended April 30,
2004 are not necessarily indicative of results that may be expected for any
other interim periods or for the full year. This report should be read in
conjunction with the Company's consolidated financial statements included in the
Annual Report on Form 10-K for the fiscal year ended July 31, 2003 filed with
the Securities and Exchange Commission. The accounting policies used in
preparing these unaudited condensed consolidated financial statements are
consistent with those described in the July 31, 2003 consolidated financial
statements.

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

The Company has recurring losses and is currently in default on its short-term
borrowing facility as discussed in Note 6 of these condensed consolidated
financial statements, both of which create substantial doubt about the Company's
ability to continue as a going concern. The accompanying unaudited condensed
consolidated financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

2.       ACCOUNTING POLICIES

The accounting policies followed by the Company are set forth in Note 1 to the
Company's condensed consolidated financial statements as filed in its Form 10-K
for the year ended July 31, 2003. Inventories are stated at the lower or market.

During the first quarter of fiscal year 2004 the company adopted Statement of
Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 addresses certain financial instruments that, under previous guidance,
could be accounted for as equity, but now must be classified as liabilities in
statements of financial position. These financial instruments include: (1)
mandatorily redeemable financial instruments. (2) obligations to repurchase the
issuer's equity shares by transferring assets, and (3) obligations to issue a
variable number of shares. SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise effective
at the beginning of the first interim period beginning after June 15, 2003.
There was no effect on the condensed consolidated financial statements from the
adoption of this pronouncement.

During the third quarter of fiscal year 2004 the company adopted Interpretation
No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51." FIN 46 requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the
entity investors in the equity do not have the characteristics of a controlling
financial interest or do not have a sufficient equity risk for the entity to
finance its activities without additional financial support from

                                        7
<PAGE>
other parties. FIN 46 is effective for all new variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period ending after March 15, 2004.

There was no effect on the condensed consolidated financial statements from the
adoption of this pronouncement.

3.       EARNINGS OR LOSS PER SHARE

Basic net income or loss per share of common stock is computed based on the
weighted average number of common shares outstanding during the period.

Diluted net income or loss per share of common stock is computed based on the
weighted average number of common shares outstanding during the period plus any
dilutive securities outstanding (stock options). There were no dilutive
securities for the three and nine-month period ended April 30, 2004 and 2003.
Total outstanding options as April 30, 2004 totaled 1,600,000.

4.       STOCK BASED COMPENSATION

During the year ended July 31, 2003, the Company adopted SFAS No. 148,
"Accounting for Stock-based Compensation-Transition and Disclosure." This
statement amended Statement No. 123, "Accounting for Stock-based Compensation."
As permitted under Statement No. 123, the Company continues to apply the
Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued
to Employees." As required under Statement No. 148, the following table presents
pro- forma net loss and basic and diluted loss per share as if the fair
value-based method had been applied to all awards.

<TABLE><CAPTION>
(in thousands)                          Three Months Ended           Nine Months Ended
                                      ----------------------      ----------------------
Periods Ended April 30, 2004            2004          2003          2004          2003
----------------------------          --------      --------      --------      --------
<S>                                   <C>           <C>           <C>           <C>
Net Income (Loss)                     $   (702)          110          (356)     $    612

Stock-based employee compensation
cost, net of tax effect, under fair
value accounting                            --            --           (83)           --
                                      --------------------------------------------------
Pro-forma net income (loss) under
Fair Value Method                     $   (702)          110          (439)     $    612
                                      ==================================================
Income (Loss) per share
Basic and Diluted                     $   (.07)          .03          (.04)     $    .15

Per share stock-based employee
compensation cost, net of tax
effect, under fair value accounting   $     --            --          (.01)     $     --
                                      --------------------------------------------------

Pro-forma income (loss) share basic
& diluted                             $   (.07)          .03          (.05)     $    .15
                                      ==================================================
</TABLE>

The fair value of each option grant was estimated at the date of grant using the
Black-Scholes option valuation model. The Black-Scholes option valuation model
was developed for use in estimating the fair value of traded options which have
no vesting restrictions and are fully transferable. During the nine months ended
April 30, 2004, the Company granted 440,000 stock options to employees and
directors. The exercise price of the stock options was $.35 and vest
immediately. The options may be exercised over a period of ten years. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in

                                        8
<PAGE>
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value estimate of its stock options. The total number
of stock options outstanding as of April 30, 2004 was 1,600,000. In calculating
the fair values of the stock options, the following assumptions were used:


                                                    Fiscal year     Fiscal year
                                                    2004 grants     2003 grants
                                                    -----------     -----------
Dividend yield                                               --              --
Weighted average expected life:                         5 years              --
Weighted average risk-free interest rate                   2.99%             --
Expected volatility                                        60.5%             --



5.       INVENTORIES

Inventories and consist of the following:
                                                      April 30,       July 31,
                                                        2004            2003
                                                    -----------     -----------
         Equipment (net of reserve allowances of
           $4,573 and $4,493, respectively):
              New                                   $    21,174     $    15,460
              Used                                        4,326           5,370

         Parts (net of reserve allowance of $557
           and $378, respectively)                        5,210           6,664
                                                    -----------     -----------
                                                    $    30,710     $    27,494
                                                    ===========     ===========

6.       FIXED ASSETS

Fixed assets consist of the following:
                                                      April 30,       July 31,
                                                        2004            2003
                                                    -----------     -----------
         Operating property, plant and equipment:
           Land                                     $       522     $       522
           Buildings                                      1,749           1,749
           Machinery and equipment                        3,135           3,092
           Office furniture and fixtures                  2,213           2,213
           Computer hardware and software                 1,533           1,525
           Vehicles                                       1,307           1,226
           Leasehold improvements                           985             967
                                                    -----------     -----------
                                                         11,444          11,294
           Less: accumulated depreciation                (8,750)         (8,451)
                                                    -----------     -----------
         Property, plant, and equipment (net)       $     2,694     $     2,843
                                                    ===========     ===========

         Rental equipment fleet                     $    19,456     $    21,046
           Less: accumulated depreciation                (7,124)         (7,383)
                                                    -----------     -----------
         Rental equipment (net)                     $    12,332     $    13,663
                                                    ===========     ===========

Depreciation and amortization on the property, plant, and equipment are computed
using the straight-line method over the estimated useful lives of the assets,
ranging from 5 to 20 years. Depreciation on the rental fleet is calculated using
the straight-line method over the estimated useful lives, ranging from 3 to 7
years after considering salvage values.

7.       SHORT-TERM BORROWINGS

The Company has inventory floor plan financing arrangements with Case Credit
Corporation, an affiliate of Case, for Case inventory and with other finance


                                        9
<PAGE>
companies affiliated with other equipment manufacturers. The terms of these
agreements generally include a one-month to twelve-month interest free term
followed by a term during which interest is charged. Principal payments are
generally due at the earlier of sale of the equipment or twelve to forty-eight
months from the invoice date.

The Company has an inventory floor plan and operating line of credit through GE
Commercial Distribution Finance ("GE"), fka Deutsche Financial Services. The
credit facility matured December 31, 2001 and had provided terms with a floating
interest rate based on prime with rates between 0.75% under prime to 2.25% over
prime depending on the amount of total debt leverage of the Company. Amounts may
be advanced to the Company based on its assets, including accounts receivable,
parts inventory, new and used equipment inventory, rental fleet, real property,
and vehicles. Interest payments on the outstanding balance are due monthly.

As of June 21, 2002, the Company entered into a Forbearance Agreement with GE
under the terms of which GE raised the interest rate to prime plus 4% while the
Company was in technical default and required the Company to pay a $45 fee to GE
for the forbearance. In addition, under the terms of the Forbearance Agreement,
the Company is required to meet certain financial covenants and meet certain
debt reduction schedules. At April 30, 2004, the Company continued to be in
technical default of the GE Loan Agreement. The Company has requested but did
not receive a waiver from GE. Although GE has not called the debt due to such
defaults, there is no guarantee that GE will not require the Company to repay
the debt at any time.

All floor plan debt is classified as current since the inventory to which it
relates is generally sold within twelve months of the invoice date.

8.       PRODUCT INFORMATION

For the purpose of providing segment information, management believes that all
of the Company's operations consist of one segment. However, the Company
evaluates performance based on revenue and gross margin of three distinct
business categories. Revenue and gross margin by product categories are
summarized as follows:


Business product category       Three Months Ended          Nine Months Ended
Net Revenues                         April 30,                  April 30,
                               --------------------       --------------------
                                 2004        2003           2004        2003
                               --------    --------       --------    --------
Equipment Sales                $ 17,591    $ 17,684       $ 57,175    $ 50,379

Equipment Rental                  1,634       1,032          4,103       4,081

Product Support                   7,201       6,056         20,841      19,069
                               --------    --------       --------    --------
Total                          $ 26,426    $ 24,772       $ 82,119    $ 73,529
                               ========    ========       ========    ========



Business product category       Three Months Ended          Nine Months Ended
Gross Margins                        April 30,                  April 30,
                               --------------------       --------------------
                                 2004        2003           2004        2003
                               --------    --------       --------    --------
Equipment Sales                $    914    $  1,821       $  4,469    $  5,797

Equipment Rental                     92         (50)           544         537

Product Support                   1,278       1,013          3,653       3,341
                               --------    --------       --------    --------
Total                          $  2,284    $  2,784       $  8,666    $  9,675
                               ========    ========       ========    ========


                                       10
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
          LIQUIDITY AND CAPITAL RESOURCES

The following discussion and analysis should be read in conjunction with the
Condensed Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Form 10-Q. Information included herein relating to projected
growth and future results and events constitutes forward-looking statements.
Actual results in future periods may differ materially from the forward-looking
statements due to a number of risks and uncertainties, including but not limited
to fluctuations in the construction, agricultural, and industrial sectors; the
success of the Company's restructuring and cost reduction plans; the success of
the Company's equipment rental business; rental industry conditions and
competitors; competitive pricing; the Company's relationship with its suppliers;
relations with the Company's employees; the Company's ability to manage its
operating costs; the continued availability of financing; the Company's ability
to refinance/restructure its existing debt; governmental regulations and
environmental matters; risks associated with regional, national, and world
economies; and consummation of the merger and asset purchase transactions. Any
forward-looking statements should be considered in light of these factors.

Results of Operations
---------------------

The Three Months and Nine months ended April 30, 2004 compared to the Three
---------------------------------------------------------------------------
Months and Nine months ended April 30, 2003.
--------------------------------------------
Revenues for the three-month period ended April 30, 2004 increased 6.7% to $26.4
million compared with $ 24.8 million for the three-month period ended April 30,
2003. For the three-month period ended April 30, 2004 equipment sales decreased
by .5%, equipment rental revenues increased by 58.3% and product support
revenues increased by 18.9% over the comparative three month period ended April
30, 2003. Revenues for the nine-month period ended April 30, 2004 increased
11.7% to $82.1 million compared with $ 73.5 million for the nine-month period
ended April 30, 2003. For the nine-month period ended April 30, 2004 equipment
sales were up by 13.5%, rental revenues increased by .5% and product support
revenues increased by 9.3% over the nine-month period ended April 30, 2003.
Revenues were up from the prior year's comparative periods as a result of
improved economic conditions, especially in the Pacific Northwest.

The Company's gross profit margin of 8.6% for the three-month period ended April
30, 2004 was lower than the prior year's comparative period margin of 11.2%.
Gross margin for equipment sales was 5.2% compared to 10.3% for the prior year's
comparative period. Equipment rental gross margin was 5.6% compared to (4.8)%
for the prior year's comparative period. Product support gross margin was 17.7%
compare to 16.7% for the prior year's comparative period. The Company's total
gross profit margin of 10.6% for the nine-month period ended April 30, 2004 was
lower than the prior year's comparative period margin of 13.2%. Equipment sales
gross margin was 7.8% compared to 11.5% for the prior year's comparative nine
month period. Equipment rental gross margin was 13.3% compared to 13.2% for the
prior year's comparative nine month period. Product support gross margin was
17.5% compared to 17.5% for the prior year's comparative nine-month period. The
decrease in margins is associated with sales of aged equipment with higher net
book value after markdowns than that of the prior year and a change in the sales
and rental mix of products. There were several large sales to certain customers
that also required lower margins in the bidding process.

For the three-month period ended April 30, 2004, selling, general, and
administrative ("SG&A") expenses as a percentage of sales were 8.6%, slightly
higher than the 8.2% for the prior year's third quarter. For the nine-month
period ended April 30, 2004, selling, general, and administrative ("SG&A")
expenses as a percentage of sales were 8.5%, down from 9.1% for the prior

                                       11
<PAGE>
year's nine month period. The decreases from the prior year's comparative
periods reflect the Company's continued efforts to reduce operating expenses and
increase revenue levels.

Interest expense for the three months ended April 30, 2004 of $645,000 was down
from $746,000 in the prior year comparative period. Interest expense for the
nine months ended April 30, 2004 of $2,057,000 was down from $2,543,000 in the
prior year comparative period. These decreases form the prior year's comparative
periods are the result of reduced overall inventory levels as well as lower
average interest rates and a lower balance on the GE facility.

The Company had a net loss for the quarter ended April 30, 2004 of $ 702,000 or
$(0.07)per share (basic and diluted) compared with a net income of $110,000 or
$0.03 per share (basic and diluted) for the prior year's comparative quarter.
The Company had a net loss for the nine months ended April 30, 2004 of $356,000
or $(0.04)per share (basic and diluted) compared with a net income of $612,000
or $0.15 per share (basic and diluted) for the prior year's comparative period.

Liquidity and Capital Resources
-------------------------------

The Company's primary needs for liquidity and capital resources are related to
its acquisition of inventory for sale and its rental fleet. The Company's
primary source of internal liquidity has been from its operations. As more fully
described below, the Company's primary sources of external liquidity are
equipment inventory floor plan financing arrangements provided to the Company by
the manufacturers of the products the Company sells as well as the credit
facility with GE more fully described below.

Under inventory floor planning arrangements the manufacturers of products sold
by the Company provide interest free credit terms on new equipment purchases for
periods ranging from one to twelve months, after which interest commences to
accrue monthly at rates ranging from zero percent to two percent over the prime
rate of interest. Principal payments are typically made under these agreements
at scheduled intervals and/or as the equipment is rented, with the balance due
at the earlier of a specified date or upon sale of the equipment. At April 30,
2004, the Company was indebted under manufacturer provided floor planning
arrangements in the aggregate amount of $ 16,522,000.

The Company has an inventory floor plan and operating line of credit with GE
which expired on December 31, 2001. The line of credit agreement has not been
renewed and the Company is operating under the agreement on a month to month
basis. Amounts are advanced against the Company's assets, including accounts
receivable, parts, new equipment, rental fleet, and used equipment. The
agreement provided for a floating interest rate based on prime with rates
between 0.75% under prime to 2.25% over prime depending on the amount of total
debt leverage of the Company. The Company uses this borrowing facility to lower
flooring related interest expense by using advances under such line to finance
inventory purchases in lieu of financing provided by suppliers, to take
advantage of cash purchase discounts from its suppliers, to provide operating
capital for further growth. Borrowings are collateralized by the Company's
assets, including accounts receivable, parts inventory, new and used equipment
inventory and rental equipment. As of April 30, 2004, approximately $28,949,000
was outstanding under the GE credit facility.

On June 21, 2002, the Company entered into a Forbearance Agreement with GE under
the terms of which GE raised the interest rate to prime plus 4% while the
Company is in default and required the Company to pay a $45,000 fee to GE for
the forbearance. In addition, under the terms of the Forbearance Agreement, the
Company is required to meet certain financial covenants and meet certain debt
reduction schedules. At April 30, 2004, the Company was in technical default of
the GE Loan Agreement. The Company has requested, but has not obtained a waiver.
Although GE has not called the debt due to such

                                       12
<PAGE>
defaults, there is no guarantee that GE will not require the Company to repay
the debt at any time in full.

During the nine months ended April 30, 2004 the Company had positive cash flow
from operating activities during the year of $5,187,000. The Company's cash flow
from operating activities consisted primarily of a reduction of accounts
receivable of $1,693,000, depreciation of $3,880,000, gain on sales of fixed
assets and rental equipment of $702,000 and a decrease in inventories of
$5,082,000. Purchases of fixed assets during the period were related mainly to
the ongoing replacement of aged operating assets and rental sold during the
period. The Company paid down its short-term financing by $5,617,000 during the
nine month period ending April 30,2004.

The Company's cash and cash equivalents was approximately $8,000 as of April 30,
2004. The Company's current level and anticipated available cash flow will not
be sufficient to support the Company's operations during the next twelve months.
The Company must have continued availability of borrowing from its current
lender GE or it cannot fund current levels of operations. Under the existing
credit facility with GE, GE is entitled to all cash collections from the
Company's accounts receivable, which are applied as they are received by GE
against the total amount due GE from the Company under the credit facility.
Since the Company has essentially no cash flow other than from accounts
receivable (which are remitted to GE), the Company cannot fund operations
without continued borrowing from GE. If GE decided to stop making borrowing
available to the Company, the Company would immediately be unable to continue
its operations. The Company currently has no alternative sources of
liquidity/borrowing available to it to meet its operating obligations.

Although the Company and GE are in negotiations to extend or renew the credit
facility, there can be no assurance that the Company will be able to
successfully negotiate an acceptable extension or renewal of the expired GE
credit facility or that GE will continue to make borrowing available to the
Company. The Company continues to investigate alternative sources of financing
and/or capital infusion in an effort to meet its operational needs. However, if
GE decided to stop lending to the Company, the Company would have to discontinue
its operations immediately.

Off-Balance Sheet Arrangements
------------------------------

The Company's off balance sheet arrangements are principally lease arrangements
associated with the retail stores and the corporate office.

General Economic Conditions
---------------------------

Controlling inventory is a key ingredient to the success of an equipment
distributor because the equipment is characterized by long order cycles, high
ticket prices, and the related exposure to "flooring" interest. The Company's
interest expense may increase if inventory is too high or interest rates rise.
The Company manages its inventory through Company-wide information and inventory
sharing systems wherein all locations have access to the Company's entire
inventory. In addition, the Company closely monitors inventory turnover by
product categories and places equipment orders based upon targeted turn ratios.

All of the products and services provided by the Company are either capital
equipment or included in capital equipment, which are used in the construction,
industrial, and agricultural sectors. Accordingly, the Company's sales are
affected by inflation or increased interest rates which tend to hold down new
construction, and consequently adversely affect demand for the equipment sold
and rented by the Company. In addition, although agricultural equipment sales
are less than 2% of the Company's total revenues, factors adversely affecting
the farming and commodity markets also can adversely affect the Company's
agricultural equipment related business.

                                       13
<PAGE>
The Company's business can also be affected by general economic conditions in
its geographic markets as well as general national and global economic
conditions that affect the construction, industrial, and agricultural sectors. A
further erosion in North American and/or other countries' economies could
adversely affect the Company's business.

Although the principal products sold, rented, and serviced by the Company are
manufactured by Case, the Company also sells, rents, and services equipment and
sells related parts (e.g., tires, trailers, and compaction equipment)
manufactured by others. Approximately 50% of the Company's net sales for the
nine months ended April 30, 2004 resulted from sales, rental, and servicing of
products manufactured by companies other than Case. That compares with a figure
of 50% for the fiscal year ended July 31, 2003. Manufacturers other than Case
represented by the Company offer various levels of supplies and marketing
support along with purchase terms which vary from cash upon delivery to
interest-free, 12-month flooring.

The Company purchases its equipment and parts inventory from Case and other
manufacturers. No supplier other than Case accounted for more than 10% of such
inventory purchases during the nine months ended April 30, 2004. While
maintaining its commitment to Case to primarily purchase Case Equipment and
parts as an authorized Case dealer, the Company plans to expand the number of
products and increase the aggregate dollar value of those products which the
Company purchases from manufacturers other than Case in the future.

The generally soft economic conditions in the equipment market, particularly in
the northwest, have contributed to a decline in equipment sales in prior years.
A further softening in the industry could severely affect the Company's sales
and profitability. Market specific factors could also adversely affect one or
more of the Company's target markets and/or products. The Company expects the
construction equipment market in its store locations to remain flat or slightly
down over the next 6 to 12 months.

Recent Accounting Pronouncements
--------------------------------

The following pronouncements have been issued by the Financial Accounting
Standards Board ("FASB").

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the entity investors in the equity do not
have the characteristics of a controlling financial interest or do not have a
sufficient equity risk for the entity to finance its activities without
additional financial support from other parties. FIN 46 is effective for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
ending after March 15, 2004.

There was no effect on the condensed consolidated financial statements from the
adoption of this pronouncement.


Item 3.  Quantitative And Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates. Market
risk is the potential loss arising from adverse changes in market rates and
prices such as interest rates. For fixed rate debt, interest rate changes affect
the fair value of financial instruments but do not impact earnings or cash
flows. Conversely for floating rate debt, interest rate changes generally do not
affect the fair market value but do impact future earnings and cash flows,
assuming other factors are held constant.  At April 30, 2004, the

                                       14
<PAGE>
Company had variable rate floor plan payables, notes payable, and short-term
debt of approximately $39.7 million. Holding other variables constant, the
pre-tax earnings and cash flow impact for the next year resulting from a one
percentage point increase in interest rates would be approximately $0.4 million.
The Company's policy is not to enter into derivatives or other financial
instruments for trading or speculative purposes.


Item 4.  Controls and Procedures

Based on their evaluation as of the date of the end of the period covered by
this Form 10-Q, our management, with the participation of our Chief Executive
Office and Chief Financial Officer, conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as
required by Exchange Act Rule 13a-15. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures were effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
by the SEC's rules and forms.

Changes in Internal Controls
----------------------------

There were no significant changes in our internal controls over financial
reporting that occurred during the nine months ended April 30, 2004 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Limitations on the Effectiveness of Controls
--------------------------------------------

We believe that a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the control system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.




                                       15
<PAGE>
PART II. OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS
                  -----------------

                  The Company is involved in various legal proceedings which are
                  incidental to the industry and for which certain matters are
                  covered in whole or in part by insurance or, otherwise, the
                  Company has recorded accruals for estimated settlements.
                  Management believes that any liability which may result from
                  these proceedings will not have a material adverse effect on
                  the Company's business, results of operations, and financial
                  condition.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
                  -----------------------------------------

                  None.

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
                  -------------------------------

                  As of April 30, 2004, the Company was in technical default of
                  the financial covenants in the GE Forbearance Agreement. The
                  Company has not received a waiver of such defaults from GE and
                  although GE has not called the loan, there is no guarantee
                  that it will not do so in the future.

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

                  None.

         ITEM 5.  OTHER INFORMATION
                  -----------------

                  None.


         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

                  (a)  Exhibits

                       Exhibit 31     Rule 13a-14(a)/15d-14(a) Certification
                       Exhibit 32.1   Certification by the Chief Executive
                                      Officer Relating to a Periodic Repost
                                      Containing Financial Statements. *
                       Exhibit 32.2   Certification by the Chief Financial
                                      Officer Relating to a Periodic Report
                                      Containing Financial Statements. *

                  (b)  Reports on Form 8-K

                       None.


                  *  The Exhibit attached to this Form 10-Q shall not be deemed
                  "filed" for purposes of Section 18 of the Securities Exchange
                  Act of 1934 (the "Exchange Act") or otherwise subject to
                  liability under that section, nor shall it be deemed
                  incorporated by reference in any filing under the Securities
                  Act of 1933, as amended, or the Exchange Act, except as
                  expressly set forth by specific reference in such filing.


                                       16
<PAGE>

                                    SIGNATURE


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.




WESTERN POWER & EQUIPMENT CORP.



June 14, 2004                                 By: /s/Mark J. Wright
                                                  -----------------------------
                                                  Mark J. Wright
                                                  Vice President of Finance and
                                                  Chief Financial Officer





















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