---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



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



For the quarterly period ended March 31, 2005



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number: 0-2612



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LUFKIN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|TEXAS                                                         |  | 75-0404410                         
|(State or other jurisdictionof incorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|601 SOUTH RAGUET, LUFKIN, TEXAS                               |  | 75904                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



(936) 634-2211

(Registrants telephone number, including area code)



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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 as the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



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



There were 14,111,506 shares of Common Stock, $1.00 par value per share, outstanding as of May 3, 2005, not including 489,278 shares
classified as Treasury Stock.



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1



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PART I - FINANCIAL
INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



CONSOLIDATED BALANCE SHEETS

UNAUDITED

(In thousands of dollars)



|                                                                                                                             |  |               |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                             |  | March 31,2005 |         |   | December 31,2004 |  
|ASSETS                                                                                                                       |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                              |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                    |  | $             | 14,450  |   |                  | $ | 17,097  |  
|Receivables, net                                                                                                             |  |               | 61,868  |   |                  |   | 61,038  |  
|Inventories                                                                                                                  |  |               | 68,914  |   |                  |   | 54,637  |  
|Deferred income tax assets                                                                                                   |  |               | 2,447   |   |                  |   | 2,447   |  
|Other current assets                                                                                                         |  |               | 1,996   |   |                  |   | 1,117   |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                         |  |               | 149,675 |   |                  |   | 136,336 |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Property, plant and equipment, at cost                                                                                       |  |               | 284,407 |   |                  |   | 284,300 |  
|Less accumulated depreciation                                                                                                |  |               | 196,940 |   |                  |   | 194,745 |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|                                                                                                                             |  |               | 87,467  |   |                  |   | 89,555  |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Prepaid pension costs                                                                                                        |  |               | 60,588  |   |                  |   | 59,950  |  
|Goodwill, net                                                                                                                |  |               | 11,684  |   |                  |   | 11,790  |  
|Other assets, net                                                                                                            |  |               | 2,497   |   |                  |   | 2,638   |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                 |  | $             | 311,911 |   |                  | $ | 300,269 |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                         |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                         |  |               |         |   |                  |   |         |  
|Short-term notes payable                                                                                                     |  | $             | 2,167   |   |                  | $ | 1,976   |  
|Accounts payable                                                                                                             |  |               | 27,415  |   |                  |   | 23,706  |  
|Accrued liabilities:                                                                                                         |  |               |         |   |                  |   |         |  
|Payroll and benefits                                                                                                         |  |               | 6,140   |   |                  |   | 6,240   |  
|Accrued warranty expenses                                                                                                    |  |               | 2,779   |   |                  |   | 2,729   |  
|Taxes payable                                                                                                                |  |               | 5,845   |   |                  |   | 5,213   |  
|Other                                                                                                                        |  |               | 8,703   |   |                  |   | 9,241   |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                    |  |               | 53,049  |   |                  |   | 49,105  |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Deferred income tax liabilities                                                                                              |  |               | 32,123  |   |                  |   | 31,584  |  
|Postretirement benefits                                                                                                      |  |               | 10,648  |   |                  |   | 10,648  |  
|Shareholders equity:                                                                                                        |  |               |         |   |                  |   |         |  
|Preferred stock, no par value, 2,000,000 shares authorized, none issued or outstanding                                       |  |               |        |   |                  |   |        |  
|Common stock, $1.00 par value per share; 60,000,000 shares authorized; 14,569,884 and 14,471,958 shares issued, respectively |  |               | 14,570  |   |                  |   | 14,472  |  
|Capital in excess of par                                                                                                     |  |               | 20,876  |   |                  |   | 19,488  |  
|Retained earnings                                                                                                            |  |               | 183,547 |   |                  |   | 177,374 |  
|Treasury stock, 491,278 and 491,278 shares, respectively, at cost                                                            |  |               | (5,075  | ) |                  |   | (5,075  | )
|Accumulated other comprehensive income:                                                                                      |  |               |         |   |                  |   |         |  
|Cumulative translation adjustment                                                                                            |  |               | 2,173   |   |                  |   | 2,673   |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Total shareholders equity                                                                                                   |  |               | 216,091 |   |                  |   | 208,932 |  
|                                                                                                                             |  |               |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                   |  | $             | 311,911 |   |                  | $ | 300,269 |  
|                                                                                                                             |  |               |         |   |                  |   |         |  



See accompanying notes
to consolidated financial statements.



2



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CONSOLIDATED STATEMENTS OF
EARNINGS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands of dollars, except per share data)



|                                                  |  |                             |            |   |      |   |            |  
|------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                  |  | Three Months EndedMarch 31, |           
|                                                  |  | 2005                        |            |   | 2004 |  
|Sales                                             |  | $                           | 101,388    |   |      | $ | 68,629     |  
|Cost of sales                                     |  |                             | 78,936     |   |      |   | 56,599     |  
|                                                  |  |                             |            |   |      |   |            |  
|Gross profit                                      |  |                             | 22,452     |   |      |   | 12,030     |  
|Selling, general and administrative expenses      |  |                             | 10,757     |   |      |   | 9,334      |  
|                                                  |  |                             |            |   |      |   |            |  
|Operating income                                  |  |                             | 11,695     |   |      |   | 2,696      |  
|Investment income                                 |  |                             | 162        |   |      |   | 107        |  
|Interest expense                                  |  |                             | (43        | ) |      |   | (36        | )
|Other income (expense), net                       |  |                             | (189       | ) |      |   | 29         |  
|                                                  |  |                             |            |   |      |   |            |  
|Earnings before income tax provision              |  |                             | 11,625     |   |      |   | 2,796      |  
|Income tax provision                              |  |                             | 4,185      |   |      |   | 1,062      |  
|                                                  |  |                             |            |   |      |   |            |  
|Net earnings                                      |  |                             | 7,440      |   |      |   | 1,734      |  
|Change in foreign currency translation adjustment |  |                             | (500       | ) |      |   | (318       | )
|                                                  |  |                             |            |   |      |   |            |  
|Total comprehensive income                        |  | $                           | 6,940      |   |      | $ | 1,416      |  
|                                                  |  |                             |            |   |      |   |            |  
|Net earnings per share:                           |  |                             |            |   |      |   |            |  
|Basic                                             |  | $                           | 0.53       |   |      | $ | 0.13       |  
|                                                  |  |                             |            |   |      |   |            |  
|Diluted                                           |  | $                           | 0.52       |   |      | $ | 0.13       |  
|                                                  |  |                             |            |   |      |   |            |  
|Dividends per share                               |  | $                           | 0.09       |   |      | $ | 0.09       |  
|                                                  |  |                             |            |   |      |   |            |  
|Weighted average number of shares outstanding:    |  |                             |            |   |      |   |            |  
|Basic                                             |  |                             | 14,030,680 |   |      |   | 13,330,532 |  
|Diluted                                           |  |                             | 14,395,366 |   |      |   | 13,674,926 |  



See accompanying notes
to consolidated financial statements.



3



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CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED)

(In thousands of dollars)



|                                                                                |  |                             |         |   |      |   |        |  
|------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                |  | Three Months EndedMarch 31, |        
|                                                                                |  | 2005                        |         |   | 2004 |  
|Cash flows from operating activities:                                           |  |                             |         |   |      |   |        |  
|Net earnings                                                                    |  | $                           | 7,440   |   |      | $ | 1,734  |  
|Adjustments to reconcile net earnings to cash provided by operating activities: |  |                             |         |   |      |   |        |  
|Depreciation and amortization                                                   |  |                             | 2,928   |   |      |   | 2,896  |  
|Deferred income tax provision                                                   |  |                             | 628     |   |      |   | 372    |  
|Pension income                                                                  |  |                             | (638    | ) |      |   | (750   | )
|(Gain) loss on disposition of property, plant and equipment                     |  |                             | 90      |   |      |   | (6     | )
|Changes in:                                                                     |  |                             |         |   |      |   |        |  
|Receivables, net                                                                |  |                             | (1,085  | ) |      |   | (4,069 | )
|Inventories                                                                     |  |                             | (14,532 | ) |      |   | (6,651 | )
|Other current assets                                                            |  |                             | (880    | ) |      |   | (695   | )
|Accounts payable                                                                |  |                             | 4,025   |   |      |   | 1,634  |  
|Accrued liabilities                                                             |  |                             | 538     |   |      |   | (2,024 | )
|                                                                                |  |                             |         |   |      |   |        |  
|Net cash used in operating activities                                           |  |                             | (1,486  | ) |      |   | (7,558 | )
|                                                                                |  |                             |         |   |      |   |        |  
|Cash flows from investing activities:                                           |  |                             |         |   |      |   |        |  
|Additions to property, plant and equipment                                      |  |                             | (1,342  | ) |      |   | (1,079 | )
|Proceeds from disposition of property, plant and equipment                      |  |                             | 12      |   |      |   | 26     |  
|(Increase) decrease in other assets                                             |  |                             | 105     |   |      |   | (91    | )
|Acquisition of other companies                                                  |  |                             |        |   |      |   | (5     | )
|                                                                                |  |                             |         |   |      |   |        |  
|Net cash used in investing activities                                           |  |                             | (1,225  | ) |      |   | (1,149 | )
|                                                                                |  |                             |         |   |      |   |        |  
|Cash flows from financing activities:                                           |  |                             |         |   |      |   |        |  
|Proceeds from short-term notes payable                                          |  |                             | 283     |   |      |   | 743    |  
|Payments on long-term notes payable                                             |  |                             |        |   |      |   | (60    | )
|Dividends paid                                                                  |  |                             | (1,267  | ) |      |   | (1,207 | )
|Proceeds from exercise of stock options                                         |  |                             | 1,085   |   |      |   | 2,712  |  
|Purchases of treasury stock                                                     |  |                             |        |   |      |   |       |  
|                                                                                |  |                             |         |   |      |   |        |  
|Net cash provided by financing activities                                       |  |                             | 101     |   |      |   | 2,188  |  
|                                                                                |  |                             |         |   |      |   |        |  
|Effect of translation on cash and cash equivalents                              |  |                             | (37     | ) |      |   | (14    | )
|                                                                                |  |                             |         |   |      |   |        |  
|Net decrease in cash and cash equivalents                                       |  |                             | (2,647  | ) |      |   | (6,533 | )
|Cash and cash equivalents at beginning of period                                |  |                             | 17,097  |   |      |   | 19,408 |  
|                                                                                |  |                             |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                      |  | $                           | 14,450  |   |      | $ | 12,875 |  
|                                                                                |  |                             |         |   |      |   |        |  



See accompanying notes
to consolidated financial statements



4



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NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

(Unaudited)



|1. | Basis of Presentation
|-- | ---------------------



The accompanying unaudited consolidated financial statements include the account of Lufkin Industries, Inc. and its consolidated subsidiaries (the Company)
and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information in the notes to the consolidated financial statements normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America has been condensed or omitted pursuant to these rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring accruals unless specified,
necessary for a fair presentation of the Companys financial position, results of operations and cash flows have been included. For further information, including a summary of major accounting policies, refer to the consolidated financial
statements and related footnotes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. The results of operations for the three months ended March 31, 2005, are not necessarily indicative of the results that
may be expected for the full fiscal year ending December 31, 2005.



In March
2005, the Companys Board of Directors approved a 2-for-1 stock split to be effected by issuing one additional share of common stock for every outstanding share of common stock. The additional shares were distributed on April 19, 2005, to
stockholders of record at the close of business on April 4, 2005. All prior period shares outstanding, earnings per share and prices per share have been adjusted to reflect the stock split.



|2. | Acquisitions
|-- | ------------



The Company completed the acquisition on November 1, 2004, of the operating assets and commercial operations of Black Widow Oil Field Services located in Medicine Hat, Alberta, Canada, to further expand its oil field
service presence in Canada. The aggregate purchase price for this acquisition was $0.3 million in cash. The Company has substantially completed the purchase allocation process for this acquisition, but additional adjustments may be made in 2005 as
final valuations and analysis of fair values are completed. Any additional adjustments made in 2005 are not expected to be significant.



|3. | Receivables
|-- | -----------



The following is a summary of the Companys receivable balances (in thousands of dollars):



|                                |  |               |        |   |                  |   |        |  
|------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                |  | March 31,2005 |        |   | December 31,2004 |  
|Accounts receivable             |  | $             | 62,079 |   |                  | $ | 61,182 |  
|Notes receivable                |  |               | 30     |   |                  |   | 32     |  
|                                |  |               |        |   |                  |   |        |  
|Total receivables               |  |               | 62,109 |   |                  |   | 61,214 |  
|Allowance for doubtful accounts |  |               | (241   | ) |                  |   | (176   | )
|                                |  |               |        |   |                  |   |        |  
|Net receivables                 |  | $             | 61,868 |   |                  | $ | 61,038 |  
|                                |  |               |        |   |                  |   |        |  



Bad debt expense related to
receivables was $0.1 million and $0.1 million in the three months ended March 31, 2005 and 2004, respectively.



5



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|4. | Property, Plant & Equipment
|-- | ---------------------------



The following is a summary of the Companys P. P. & E. balances (in thousands of dollars):



|                                         |  |               |          |   |                  |   |          |  
|---------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                         |  | March 31,2005 |          |   | December 31,2004 |  
|Land                                     |  | $             | 3,213    |   |                  | $ | 3,231    |  
|Land improvements                        |  |               | 7,072    |   |                  |   | 7,042    |  
|Buildings                                |  |               | 69,611   |   |                  |   | 69,232   |  
|Machinery and equipment                  |  |               | 187,570  |   |                  |   | 187,741  |  
|Furniture and fixtures                   |  |               | 4,018    |   |                  |   | 4,095    |  
|Computer equipment and software          |  |               | 12,923   |   |                  |   | 12,959   |  
|                                         |  |               |          |   |                  |   |          |  
|Total property, plant and equipment      |  |               | 284,407  |   |                  |   | 284,300  |  
|Less accumulated depreciation            |  |               | (196,940 | ) |                  |   | (194,745 | )
|                                         |  |               |          |   |                  |   |          |  
|Total property, plant and equipment, net |  | $             | 87,467   |   |                  | $ | 89,555   |  
|                                         |  |               |          |   |                  |   |          |  



Depreciation expense related to
property, plant and equipment was $2.9 million and $2.9 million in the three months ended March 31, 2005 and 2004, respectively.



|5. | Inventories
|-- | -----------



Inventories used in determining cost of sales were as follows (in thousands of dollars):



|                                |  |               |        |                  |   |       
|------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                |  | March 31,2005 |        | December 31,2004
|Gross inventories @ FIFO:       |  |               |        |                  |   |       
|Finished goods                  |  | $             | 6,876  |                  | $ | 7,770 
|Work in process                 |  |               | 15,908 |                  |   | 10,604
|Raw materials & component parts |  |               | 68,980 |                  |   | 58,399
|                                |  |               |        |                  |   |       
|Total gross inventories @ FIFO  |  |               | 91,764 |                  |   | 76,773
|Less reserves:                  |  |               |        |                  |   |       
|LIFO                            |  |               | 21,741 |                  |   | 20,985
|Valuation                       |  |               | 1,109  |                  |   | 1,151 
|                                |  |               |        |                  |   |       
|Total inventories as reported   |  | $             | 68,914 |                  | $ | 54,637
|                                |  |               |        |                  |   |       



Gross inventories on a FIFO basis
before adjustments for reserves shown above that were accounted for on a LIFO basis were $66.8 million and $57.3 million at March 31, 2005, and December 31, 2004, respectively.



6



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|6. | Net Earnings Per Share
|-- | ----------------------



Net earnings per share amounts are based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period. The weighted
average number of shares used to compute basic and diluted net earnings per share for the three months ended March 31, 2005 and 2004, are illustrated below (in thousands of dollars, except share and per share data):



|                                                                                                        |  |                             |            |      |   |           
|------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ----------
|                                                                                                        |  | Three Months EndedMarch 31,
|                                                                                                        |  | 2005                        |            | 2004
|Numerator:                                                                                              |  |                             |            |      |   |           
|Numerator for basic and diluted earnings per share-net earnings                                         |  | $                           | 7,440      |      | $ | 1,734     
|                                                                                                        |  |                             |            |      |   |           
|Denominator:                                                                                            |  |                             |            |      |   |           
|Denominator for basic net earnings per share-weighted-average shares                                    |  |                             | 14,030,680 |      |   | 13,330,532
|Effect of dilutive securities: employee stock options                                                   |  |                             | 364,686    |      |   | 344,394   
|                                                                                                        |  |                             |            |      |   |           
|Denominator for diluted net earnings per share-adjusted weighted-average shares and assumed conversions |  |                             | 14,395,366 |      |   | 13,674,926
|                                                                                                        |  |                             |            |      |   |           
|Basic net earnings per share                                                                            |  | $                           | 0.53       |      | $ | 0.13      
|                                                                                                        |  |                             |            |      |   |           
|Diluted net earnings per share                                                                          |  | $                           | 0.52       |      | $ | 0.13      
|                                                                                                        |  |                             |            |      |   |           



Options to purchase a total of zero
and 113,810 shares of the Companys common stock at March 31, 2005 and 2004, respectively, were excluded from the calculation of fully diluted earnings per share because their effect on fully diluted earnings per share for the period were
antidilutive.



|7. | Legal Proceedings
|-- | -----------------



A class action complaint was filed in the U.S. District Court for the Eastern District of Texas on March 7, 1997, by an employee and a former employee which alleged race discrimination in employment. Certification
hearings were conducted in Beaumont, Texas in February 1998 and in Lufkin, Texas in August 1998. In April 1999, the District Court issued a decision that certified a class for this case, which included all black employees employed by the Company
from March 6, 1994, to the present. The case was closed from 2001 to 2003 while the parties unsuccessfully attempted mediation. Trial for this case began in December 2003, but was postponed by the District Court and was completed in October 2004.
The only claims made at trial were those of discrimination in initial assignments, promotions and compensation.



On January 13, 2005 the District Court entered its decision finding that the Company discriminated against African-American employees in initial assignments and
promotions. The District Court also concluded that the discrimination resulted in a shortfall in income for those employees and ordered that the Company pay those employees back pay to remedy such shortfall, together with pre-judgment interest in
the amount of 5%. The Companys preliminary estimate is that the total amount of back pay that it would be required to pay to the class of affected employees could total up to $6 million (including interest). In addition to back pay with
interest, the Court (i) enjoined and ordered the Company to cease and desist all racially biased assignment and promotion practices, (ii) ordered the Company to pay court costs and (iii) agreed to consider a request for awarding plaintiffs
attorneys fees against the Company. On January 27, 2005, the plaintiffs moved for an interim award of attorney fees and costs, which they estimated to be $6.5 million, but to date the District Court has not ruled on this request.



The Company has reviewed this decision with its outside counsel and intends to appeal the
decision to the U.S. Court of Appeals for the Fifth Circuit. The Company believes that after a full and fair review by the appeals court of the evidence, the Court of Appeals will determine that the plaintiffs have not established their claims of
discrimination by the Company against the plaintiffs and will enter a decision to that effect and will dismiss the case against the Company. At this time, the Company has concluded that an unfavorable ultimate outcome is not probable. If the
District Courts decision is reversed and remanded for a new trial, the Company will vigorously defend itself on retrial. While the ultimate outcome and impact of these claims against the Company cannot be predicted with certainty, the Company
believes that the resolutions of these proceedings will not have a material adverse effect on its consolidated financial position. However, should the Company be unsuccessful in its appeal, the final determination could have a material impact on the
Companys reported earnings and cash flows in a future reporting period.



7



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|7. | Legal Proceedings (continued)
|-- | -----------------------------



There are various other claims and legal proceedings arising in the ordinary course of business pending against or
involving the Company wherein monetary damages are sought. It is managements opinion that the Companys liability, if any, under such claims or proceedings would not materially affect its consolidated financial position, results of
operations or cash flow.



|8. | Segment Data
|-- | ------------



The Company operates with three business segments  Oil Field, Power Transmission and Trailer. The three operating segments are supported by a common corporate group. Corporate expenses and certain assets are
allocated to the operating segments based primarily upon third-party revenues. Inter-segment sales and transfers are accounted for as if the sales and transfers were to third parties, that is, at current market prices, as available. The accounting
policies of the segments are the same as those described in the summary of significant accounting policies in the footnotes to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2004. The following is a summary of key segment information (in thousands of dollars):



Three Months Ended March 31, 2005



|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|------------------------------------ |  | --------- | ------ | - | ----------------- | - | ------ | ------- |  | - | --------- | - | ----- | - | --- |  | - | ------- | -
|                                     |  | Oil Field |        |   | PowerTransmission |   |        | Trailer |  |   | Corporate |   | Total |  
|Gross sales                          |  | $         | 64,704 |   |                   | $ | 22,729 |         |  | $ | 16,431    |   |       | $ |    |  | $ | 103,864 |  
|Inter-segment sales                  |  |           | (1,983 | ) |                   |   | (493   | )       |  |   |          |   |       |   |    |  |   | (2,476  | )
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|Net sales                            |  | $         | 62,721 |   |                   | $ | 22,236 |         |  | $ | 16,431    |   |       | $ |    |  | $ | 101,388 |  
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|                                     |  |           |        |   |                  
|Operating income (loss)              |  | $         | 9,896  |   |                   | $ | 2,559  |         |  | $ | (760      | ) |       | $ |    |  | $ | 11,695  |  
|Other income (expense)               |  |           | (153   | ) |                   |   | (40    | )       |  |   |          |   |       |   | 123 |  |   | (70     | )
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|Earnings (loss) before tax provision |  | $         | 9,743  |   |                   | $ | 2,519  |         |  | $ | (760      | ) |       | $ | 123 |  | $ | 11,625  |  
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|                                    
|Three Months Ended March 31, 2004    | 
|                                     |  |           |        |   |                  
|                                     |  | Oil Field |        |   | PowerTransmission |   |        | Trailer |  |   | Corporate |   | Total |  
|Gross sales                          |  | $         | 42,712 |   |                   | $ | 17,529 |         |  | $ | 9,133     |   |       | $ |    |  | $ | 69,374  |  
|Inter-segment sales                  |  |           | (339   | ) |                   |   | (391   | )       |  |   | (15       | ) |       |   |    |  |   | (745    | )
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|Net sales                            |  | $         | 42,373 |   |                   | $ | 17,138 |         |  | $ | 9,118     |   |       | $ |    |  | $ | 68,629  |  
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|                                     |  |           |        |   |                  
|Operating income (loss)              |  | $         | 4,512  |   |                   | $ | (417   | )       |  | $ | (1,399    | ) |       | $ |    |  | $ | 2,696   |  
|Other income (expense)               |  |           | (77    | ) |                   |   | 95     |         |  |   | 5         |   |       |   | 77  |  |   | 100     |  
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  
|Earnings (loss) before tax provision |  | $         | 4,435  |   |                   | $ | (322   | )       |  | $ | (1,394    | ) |       | $ | 77  |  | $ | 2,796   |  
|                                     |  |           |        |   |                   |   |        |         |  |   |           |   |       |   |     |  |   |         |  



8



---

|9. | Goodwill and Intangible Assets
|-- | ------------------------------



Goodwill



The changes in the carrying amount of goodwill for the quarter ended March 31, 2005, are as follows (in thousands of dollars):



|                                                      |  |           |       |   |                   |   |       |         |  |       |   |  |   |        |  
|----------------------------------------------------- |  | --------- | ----- | - | ----------------- | - | ----- | ------- |  | ----- | - |  | - | ------ | -
|                                                      |  | Oil Field |       |   | PowerTransmission |   |       | Trailer |  | Total |  
|Balance as of 12/31/04                                |  | $         | 9,427 |   |                   | $ | 2,363 |         |  | $     |  |  | $ | 11,790 |  
|Goodwill acquired during year                         |  |           |      |   |                   |   |      |         |  |       |  |  |   |       |  
|Impairment losses                                     |  |           |      |   |                   |   |      |         |  |       |  |  |   |       |  
|Goodwill written off related to sale of business unit |  |           |      |   |                   |   |      |         |  |       |  |  |   |       |  
|Foreign currency translation                          |  |           | (1    | ) |                   |   | (105  | )       |  |       |  |  |   | (106   | )
|                                                      |  |           |       |   |                   |   |       |         |  |       |   |  |   |        |  
|Balance as of 3/31/05                                 |  | $         | 9,426 |   |                   | $ | 2,258 |         |  | $     |  |  | $ | 11,684 |  
|                                                      |  |           |       |   |                   |   |       |         |  |       |   |  |   |        |  



Goodwill impairment tests were
performed in the first quarter of 2005 and no impairment losses were recorded.



Intangible Assets



Balances and related accumulated
amortization of intangible assets are as follows (in thousands of dollars):



|                                               |  |               |      |   |                   |   |      |  
|---------------------------------------------- |  | ------------- | ---- | - | ----------------- | - | ---- | -
|                                               |  | March 31,2005 |      |   | December 31, 2004 |  
|Intangible assets subject to amortization:     |  |               |      |   |                   |   |      |  
|Non-compete agreements                         |  |               |      |   |                   |   |      |  
|Original balance                               |  | $             | 463  |   |                   | $ | 463  |  
|Foreign currency translation                   |  |               | 24   |   |                   |   | 29   |  
|Accumulated amortization                       |  |               | (123 | ) |                   |   | (100 | )
|                                               |  |               |      |   |                   |   |      |  
|Ending balance                                 |  | $             | 364  |   |                   | $ | 392  |  
|                                               |  |               |      |   |                   |   |      |  
|                                               |  |              
|Intangible assets not subject to amortization: |  |               |      |   |                   |   |      |  
|None                                           |  |               |     |   |                   |   |     |  



9



---

|10. | Stock Option Plans
|--- | ------------------



The Company accounts for its stock option plans under APB Opinion No. 25 under which no compensation cost has been recognized. Had compensation cost for these plans been accounted for consistent with SFAS No. 123,
Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation- Transition and Disclosure, the Companys net earnings and net earnings per share would have been reduced to the
following pro forma amounts (in thousands of dollars except per share data):



|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---- | --------------------------- | ----- |  | ---- | - | ----- | 
|                                                                                                                                            |  |             |      | Three Months EndedMarch 31, |      
|                                                                                                                                            |  |             |      | 2005                        |       |  | 2004 |  
|Net earnings, as reported                                                                                                                   |  |             |      | $                           | 7,440 |  |      | $ | 1,734 | 
|                                                                                                                                            |  |            
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |             | (303 | )                           |       |  | (263 | )
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|Pro forma net earnings                                                                                                                      |  |             |      | $                           | 7,137 |  |      | $ | 1,471 | 
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|Net earnings per share:                                                                                                                     |  |             |      |                             |       |  |      |   |       | 
|Basic net earnings per share                                                                                                                |  | As reported |      | $                           | 0.53  |  |      | $ | 0.13  | 
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|                                                                                                                                            |  | Pro forma   |      | $                           | 0.51  |  |      | $ | 0.11  | 
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|                                                                                                                                            |  |             |     
|Diluted net earnings per share                                                                                                              |  | As reported |      | $                           | 0.52  |  |      | $ | 0.13  | 
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 
|                                                                                                                                            |  | Pro forma   |      | $                           | 0.50  |  |      | $ | 0.11  | 
|                                                                                                                                            |  |             |      |                             |       |  |      |   |       | 



The effects of applying SFAS No. 123
to the pro forma disclosure amounts may not be indicative of future amounts. SFAS No. 123 does not apply to options awarded prior to 1995, and additional awards in future years are anticipated. The fair value of each option grant during the first
quarter of 2005 and 2004 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:



|            |  |                                 |  |          |  
|----------- |  | ------------------------------- |  | -------- | -
|2005 Grants |  | Expected dividend yield         |  | 1.75     | %
|            |  | Expected stock price volatility |  | 38.62    | %
|            |  | Risk free interest rate         |  | 4.04     | %
|            |  | Expected life of options        |  | 8 years  |  
|            |  |                                
|2004 Grants |  | Expected dividend yield         |  | 2.35%    |  
|            |  | Expected stock price volatility |  | 38.82    | %
|            |  | Risk free interest rate         |  | 4.10     | %
|            |  | Expected life of options        |  | 10 years |  



Options granted during the first
quarter of 2005 had a weighted average fair value of $8.40 per option and a weighted average exercise price of $20.62 per option.



|11. | Recently Issued Accounting Pronouncements
|--- | -----------------------------------------



In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151 (SFAS 151), Inventory Costs, an
amendment of ARB No. 43, Chapter 4. This Statement amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) should be recognized as current-period charges. In
addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning
after June 15, 2005, but early application is permitted during fiscal years after the



10



---

|11. | Recently Issued Accounting Pronouncements (continued)
|--- | -----------------------------------------------------



date this Statement is issued. The Company is currently in the process of evaluating the impact of SFAS 151 on the Companys consolidated financial
position or results of operations.



In December 2004, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 152 (SFAS 152), Accounting for Real Estate Time-Sharing Transactions. This Statement provides that real estate time-sharing transactions should be
accounted for as non-retail land sales as discussed in the recently issued SOP 04-02, Accounting for Real Estate Time-Sharing Transactions. SFAS 152 amends FASB Statement No. 66, Accounting for Sales of Real Estate, to
reference SOP 04-02 and amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects to state that the guidance for incidental operations and costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. SFAS 152 is effective for financial statements for fiscal years beginning after June 15, 2005. Restatement of previously issued financial statements is not permitted. The Company does not expect
the adoption of SFAS 152 to impact the Companys consolidated financial position or results of operations.



In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153 (SFAS 153), Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No, 29. This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets
in paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. This Statement specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal years beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date this Statement is issued. The Company does not expect the adoption of SFAS 153 to impact the Companys consolidated financial position or results of
operations.



In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123-Revised 2004 (SFAS 123R), Share-Based Payment, a revision of SFAS No. 123 Accounting for Stock-Based Compensation, and supersedes APB No. 25, Accounting
for Stock Issued to Employees. This Statement requires that the cost of employee services received in exchange for stock based on the grant-date fair value be measured and that the cost be recognized over the period during which the employee
is required to provide service in exchange for the award. The fair value will be estimated using an option-pricing model. Excess tax benefits, as defined in SFAS 123R, will be recognized as additional paid-in-capital. SFAS 123R initially was to be
adopted as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. However, on April 15, 2005, the Securities and Exchange Commission announced a new rule that amended the adoption date for SFAS 123R. The
new rule allows companies to implement SFAS 123R at the beginning of their next fiscal year that begins after June 15, 2005. As noted in the Companys significant accounting policies, the Company does not record compensation expense for
stock-based compensation. Although the Company continues to evaluate SFAS 123R and related transition matters, the adoption of SFAS 123R is expected to impact net earnings by approximately $0.6 million ($0.04 per diluted share), $0.3 million ($0.02
per diluted share) and $0.02 million ($0.01 per diluted share) for the years ending December 31, 2006, 2007 and 2008, respectively, for stock options previously granted.



In March 2005, the Financial Accounting Standards Board issued FASB Interpretation No. 47 (Interpretation 47), Accounting
for Conditional Asset Retirement Obligations, Interpretation 47 clarifies that the term conditional asset retirement obligation as used in SFAS No. 143 Accounting for Asset Retirement Obligations, refers to a legal
obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of an entity. If an entity has sufficient information to reasonably
estimate the fair value of an asset retirement obligation, it must recognize a liability at the time the liability is incurred. If the liabilitys fair value cannot be reasonably estimated, that fact and the reasons shall be disclosed.
Interpretation 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005, for calendar-year enterprises). An entity shall recognize the cumulative effect of initially applying this Interpretation as a
change in accounting principle. The Company is currently in the process of evaluating the impact of Interpretation 47 on the Companys consolidated financial position or results of operations.



11



---

|12. | Retirement Benefits
|--- | -------------------



The Company has a noncontributory pension plan covering substantially all employees. The benefits provided by this plan are measured by length of service, compensation and other factors, and are currently funded by a
trust established under the plan. Funding of retirement costs for this plan complies with the minimum funding requirements specified by the Employee Retirement Income Security Act of 1974, as amended.



The Company sponsors two defined benefit postretirement plans that cover both salaried and
hourly employees. One plan provides medical benefits, and the other plan provides life insurance benefits. Both plans are contributory, with retiree contributions adjusted periodically. The Company accrues the estimated costs of the plans over the
employees service periods. The Companys postretirement health care plan is unfunded and the Companys obligation is fixed at the 1997 contribution level.



On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed
into law. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Measures of the
accumulated postretirement benefit obligation and net periodic postretirement benefit cost do not reflect any amount associated with the subsidy because the Companys plan is not actuarially equivalent to Medicare Part D and is not expected to
receive any subsidy.



Components of Net Periodic Benefit Cost (in thousands
of dollars)



|                                              |  |                  |   |  |                |   |  |      |  |     
|--------------------------------------------- |  | ---------------- | - |  | -------------- | - |  | ---- |  | ----
|                                              |  | Pension Benefits |   |  | Other Benefits
|                                              |  | 2005             |   |  | 2004           |   |  | 2005 |  | 2004
|Three Months Ended March 31,                  |  |                  |   |  |                |   |  |      |  |     
|Service cost                                  |  | 1,102            |   |  | 1,031          |   |  | 55   |  | 55  
|Interest cost                                 |  | 2,349            |   |  | 2,321          |   |  | 169  |  | 177 
|Expected return on plan assets                |  | (3,935           | ) |  | (3,948         | ) |  |     |  |    
|Amortization of prior service cost            |  | 78               |   |  | 78             |   |  |     |  |    
|Amortization of unrecognized net (gain) loss  |  |                 |   |  |               |   |  |     |  | 3   
|Amortization of unrecognized transition asset |  | (232             | ) |  | (232           | ) |  |     |  |    
|                                              |  |                  |   |  |                |   |  |      |  |     
|Net periodic benefit cost (income)            |  | (638             | ) |  | (750           | ) |  | 224  |  | 235 
|                                              |  |                  |   |  |                |   |  |      |  |     



Employer Contributions



The Company previously disclosed in its financial statements for the year
ended December 31, 2004, that it did not expect to make any contributions to the pension plan in 2005. The Company also disclosed that it expected contributions of $450,000 to be made to its postretirement plan in 2005. As of March 31, 2005, the
Company has made no contributions to its pension plan and has made contributions of $90,000 to its postretirement plan. The Company presently anticipates making no contributions to its pension plan and an additional $270,000 to its postretirement
plan during the last nine months of 2005.



12



---

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | ------------------------------------------------------------------------------------



Overview



Lufkin Industries, Inc. is a global supplier of oil field, power transmission and trailer products. Through its Oil Field segment, the Company manufactures and services
artificial reciprocating rod lift equipment and related products, which are used to extract crude oil and other fluids from wells. Through its Power Transmission segment, the Company manufactures and services high-speed and low-speed speed
increasing and reducing gearboxes for industrial applications. Through its Trailer segment, the Company manufactures and services various highway trailers, including van, float and dump trailers. While these markets are price-competitive,
technological and quality differences can provide product differentiation.



The
Companys strategy is to differentiate its products through additional value-add capabilities. Examples of these capabilities are high-quality engineering, customized designs, rapid manufacturing response to demand through plant capacity,
inventory and vertical integration, superior quality and customer service, and an international network of service locations. In addition, the Companys strategy is to maintain a low debt to equity ratio in order to quickly take advantage of
growth opportunities and pay dividends, even during unfavorable business cycles.



In support of the above strategy, during the fourth quarter of 2004, the Company completed the acquisition of the operating assets and commercial operations of Black Widow Oilfield Services located in Drayton Valley, Alberta, Canada to
further expand its service presence in Canada. In addition to acquisitions, the Company has been making capital investments within the Oil Field segment in both more efficient replacement equipment and capacity expansion to meet the growing demand
for its products and generate cost savings.



Within the Power Transmission
segment, additional gear repair facilities have been opened to serve the Midwest and Northeast US markets following the successful expansion into the Southeast US market. Capital investments targeting cost reductions and shorter manufacturing lead
times are also being made in the Power Transmission segment.



The Company
generally monitors its performance through analysis of sales, gross margin (gross profit as a percentage of sales) and net earnings, as well as debt/equity levels, short-term debt levels, and cash balances.



Overall, sales for the quarter ended March 31, 2005, increased to $101.4 million, or 47.7%,
from $68.6 million for the quarter ended March 31, 2004. This growth was primarily driven by increased sales of new oil field equipment but also higher sales of new Power Transmission gearboxes and new trailers. Additional segment data on sales is
provided later in this section.



Gross margin for the quarter ended March 31,
2005, increased to 22.1% from 17.5% for the quarter ended March 31, 2004. This overall gross margin increase was primarily due to price increases implemented in 2004 and 2005 in response to the rapid material cost increases experienced in 2004,
improved fixed cost leverage from higher volumes and plant efficiency improvements. Additional segment data on gross margin is provided later in this section.



The increase in sales and gross margin primarily drove the changes in net earnings, but was partially offset by increases in selling, general and administrative
expenses. The Company reported net earnings of $7.4 million, or $0.52 per share (diluted), for the quarter ended March 31, 2005, compared to net earnings of $1.7 million, or $0.13 per share (diluted), for the quarter ended March 31, 2004.



Debt/equity (long-term debt net of current portion as a percentage of total
equity) levels remained at 0.0% at March 31, 2005. Short-term debt was $2.2 million at March 31, 2005, up from $2.0 million at December 31, 2004, due to additional borrowing by the Companys French subsidiary to cover working capital
requirements. Cash balances at March 31, 2005, were $14.5 million, down from $17.1 million at December 31, 2004. Inventory levels increased in support of higher backlog levels and to replenish strategic inventory levels.



13



---

Three Months Ended March 31, 2005, Compared to Three Months Ended March 31, 2004



The following table summarizes the Companys sales and gross profit by operating
segment (in thousands of dollars):



|                   |  |                             |         |      |                      |        |                        |  |   |        |  |        
|------------------ |  | --------------------------- | ------- | ---- | -------------------- | ------ | ---------------------- |  | - | ------ |  | -------
|                   |  | Three Months EndedMarch 31, |         |      | Increase/ (Decrease) |        | % Increase/ (Decrease)
|                   |  | 2005                        |         | 2004 |                      |        |                       
|Sales              |  |                             |         |      |                      |        |                        |  |   |        |  |        
|Oil Field          |  | $                           | 62,721  |      | $                    | 42,373 |                        |  | $ | 20,348 |  | 48.0   
|Power Transmission |  |                             | 22,236  |      |                      | 17,138 |                        |  |   | 5,098  |  | 29.7   
|Trailer            |  |                             | 16,431  |      |                      | 9,118  |                        |  |   | 7,313  |  | 80.2   
|                   |  |                             |         |      |                      |        |                        |  |   |        |  |        
|Total              |  | $                           | 101,388 |      | $                    | 68,629 |                        |  | $ | 32,759 |  | 47.7   
|                   |  |                             |         |      |                      |        |                        |  |   |        |  |        
|Gross Profit       |  |                             |         |      |                      |        |                        |  |   |        |  |        
|Oil Field          |  | $                           | 14,325  |      | $                    | 8,204  |                        |  | $ | 6,121  |  | 74.6   
|Power Transmission |  |                             | 7,243   |      |                      | 3,855  |                        |  |   | 3,388  |  | 87.9   
|Trailer            |  |                             | 884     |      |                      | (29    | )                      |  |   | 913    |  | 3,148.3
|                   |  |                             |         |      |                      |        |                        |  |   |        |  |        
|Total              |  | $                           | 22,452  |      | $                    | 12,030 |                        |  | $ | 10,422 |  | 86.6   
|                   |  |                             |         |      |                      |        |                        |  |   |        |  |        



Oil Field sales increased to $62.7
million, or 48.0%, for the quarter ended March 31, 2005, from $42.4 million for the quarter ended March 31, 2004. The added sales of 2004 acquisitions and the benefit of the stronger Canadian dollar in the first quarter of 2005 contributed 2.2
percentage points of this increase. Increased sales of new pumping units account for a majority of the balance of the increase of 45.8 percentage points. Sales of new pumping units in the U.S., Canada and Argentina, and related service, increased
from higher drilling and production activity associated with higher energy prices and from higher use of pumping units to pump water from gas fields. In addition, sales of automation equipment continued to increase due to market share growth from
new product offerings. Commercial casting sales from the foundry operation grew significantly from the prior year as general economic levels in the U.S. continued to improve, especially in the industrial and construction-related markets. In
addition, sales growth was impacted from price increases instituted throughout 2004 in response to dramatic raw material price increases. Oil Fields backlog increased to $64.3 million as of March 31, 2005, from $37.7 million at March 31, 2004,
and from $61.6 million at December 31, 2004. This backlog increase was from increased bookings of new pumping units in the U.S. and Argentina markets and from foundry machine tool casting orders.



Gross margin (gross profit as a percentage of revenue) for the Oil Field segment increased to
22.8% for quarter ended March 31, 2005, compared to 19.4% for the quarter ended March 31, 2004, or 3.4 percentage points. During the first quarter of 2004, the benefit of higher plant utilization was offset by higher raw material prices, especially
steel, higher fuel prices in the service operations and plant inefficiencies in the foundry operation associated with rapid production ramp-up for the volume increases. Throughout 2004 and the first quarter of 2005, sales prices were increased to
recover higher material costs and plant efficiencies improved, contributing to the improved gross margin. In addition, higher production volumes improved plant utilization and fixed cost coverage.



Direct selling, general and administrative expenses for Oil Field increased to $2.7 million,
or 14.2%, for the quarter ended March 31, 2005, from $2.4 million for the quarter ended March 31, 2004. Increased selling expenses contributed the majority of this increase in support of higher sales volumes.



Sales for the Companys Power Transmission segment increased to $22.2 million, or 29.7%,
for the quarter ended March 31, 2005, compared to $17.1 million for the quarter ended March 31, 2004. The benefit of the stronger euro on the sales of the French division and the opening of new gear repair facilities contributed 3.3 percentage
points of this increase. The additional 26.4 percentage points of growth was the result of increased sales of new high-speed units and gear repair to energy-related markets, such as offshore drilling and refining. The Companys Power
Transmission backlog at March 31, 2005, increased to $53.1 million from $26.5 million at March 31, 2004, and $40.1 million at December 31, 2004, from new high-speed units for the reasons noted above.



14



---

Gross margin for the Power Transmission segment increased to 32.6% for the quarter ended March 31, 2005, compared to
22.5% for the quarter ended March 31, 2004, or 10.1 percentage points. This increase resulted from the favorable impact of higher volumes on plant efficiencies and fixed cost coverage. Due to sales order lead times, higher raw material prices did
not begin to impact Power Transmission until the second quarter of 2004. Also, increased inter-company production in support of the Oil Field segment provided additional manufacturing volume that contributed to improved gross margins.



Direct selling, general and administrative expenses for Power Transmission increased $0.1
million to $3.3 million, or 3.0%, for the quarter ended March 31, 2005, from $3.2 million for the quarter ended March 31, 2004. Of this increase, the impact of the stronger euro in the French operation contributed 2.1 percentage points.



Trailer sales for the quarter ended March 31, 2005, increased to $16.4 million, or 80.2%,
from $9.1 million for the quarter ended March 31, 2004. This increase resulted from higher sales of all models of new trailers. Freight industry demand has continued to improve due to replacement trailer demand and from increases in freight volume
levels. Sales growth in floats was particularly strong due to the introduction of new models and demand from the construction market. Backlog for the Trailer segment decreased to $20.6 million at March 31, 2005, compared to $27.6 million at March
31, 2004, from decreased orders for van trailers. Customers delayed purchasing new trailers starting in late 2004 as sales prices increased in response to higher material costs. However, backlog levels increased compared to the $11.5 million level
at December 31, 2005 from higher van and float trailer orders as customers have started returning to the market to meet increased freight-hauling demand.



Trailer gross margin increased to a 5.4% for the quarter ended March 31, 2005, from negative 0.3% for the quarter ended March 31, 2004, or 5.7 percentage points. This
margin improvement was due to higher selling prices on new trailers and the favorable mix impact of higher-margin float trailers.



Direct selling, general and administrative expenses for Trailer increased to $0.6 million, or 4.4%, for the quarter ended March 31, 2005, from $0.5 million for the
quarter ended March 31, 2004, due to higher employee-related expenses in support of higher sales volumes, partially offset by lower legal expenses.



Corporate administrative expenses, which are allocated to the segments primarily based on third-party revenues, increased to $4.1 million, or 30.4%, for the quarter ended
March 31, 2005, from $3.2 million for the quarter ended March 31, 2004, primarily from higher employee-related expenses.



Investment income, interest expense and other income and expense for the quarter ended March 31, 2005, totaled $0.1 million of expense compared to income of $0.1 million
for the quarter ended December 31, 2004. The decrease was due primarily from certain foreign currency exchange losses.



Pension income, which is reported as a reduction of cost of sales, decreased to $0.6 million for the quarter ended March 31, 2005, or 15%, compared to $0.8 million for
the quarter ended March 31, 2004. For the full year of 2005, pension income is expected to be approximately $2.6 million compared to $3.4 million for 2004, or a 24% decrease. This decrease is primarily due to lower expected returns on plan assets
due to the long-term rate of return assumption being lowered to 8.0% from 8.5%.



The effective tax rate for the three months ended March 31, 2005, was 36.0% compared to 38.0% for the three months ended March 31, 2004. However, the estimated 2005 effective tax rate of 36.0% is lower then the 2004 effective tax rate of
36.5% due to the favorable impact of the new manufacturing income deduction.



15



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Liquidity and Capital Resources



The Company has historically relied on cash flows from operations and third-party borrowings to finance its operations, including
acquisitions, dividend payments and stock repurchases.



The Companys cash
balance totaled $14.5 million at March 31, 2005, compared to $17.1 million at December 31, 2004. For the quarter ended March 31, 2005, net cash used in operating activities was $1.5 million, cash used in investing activities totaled $1.2 million and
cash provided by financing activities amounted to $0.1 million. Significant components of cash used in operating activities include net earnings adjusted for non-cash expenses of $10.4 million, offset by a net increase in working capital of $11.9
million. This increase was primarily due to higher inventory levels in Oil Field and Power Transmission to support higher sales volumes and to replace strategic inventory sold in previous periods. Cash used in investing activities included net
capital expenditures totaling $1.3 million and a decrease in other assets of $0.1 million. Capital expenditures in the first quarter of 2005 were primarily for additions and replacements of production equipment and operating vehicles in the Oil
Field and Power Transmission segments. Capital expenditures for 2005 are projected to be in the range of $20.0 million to $22.0 million, primarily for the expansion of manufacturing capacity and efficiency improvements in its Oil Field segment.
Significant components of cash provided by financing activities included proceeds from short-term notes payable of $0.3 million, proceeds from the exercise of stock options of $1.1 million and dividend payments of $1.3 million, or $0.09 per share.



Total debt balances at March 31, 2005, consisted of $2.2 million of short-term
notes payable. This debt is associated with the Companys French operations. As of March 31, 2005, the Company had no outstanding debt associated with the Bank Facility discussed below. Total debt increased by $0.2 million from short-term
borrowings during the first quarter of 2005.



The Company has a three-year
$27.5 million credit facility with a domestic bank (the Bank Facility) consisting of an unsecured revolving line of credit that provides for up to $17.5 million of committed borrowings along with an additional $10.0 million discretionary
line of credit. This Bank Facility expires on June 30, 2007. Borrowings under the Bank Facility bear interest, at the Companys option, at either the greater of (i) the prime rate, (ii) the base CD rate plus an applicable margin or (iii) the
Federal Funds Effective Rate plus an applicable margin or the London Interbank Offered Rate plus an applicable margin, depending on certain ratios as defined in the Bank Facility. As of March 31, 2005, no amounts were outstanding on the $27.5
million revolving line of credit and the Company was in compliance with all financial covenants under the terms of the Bank Facility.



In addition, the Company has short-term borrowing capabilities with a French bank for the working capital needs of its French operation. Specific accounts receivable are
provided as security, with repayment due 15 days after the date the accounts receivable are due from the customer. Interest is calculated at the three-month EURIBOR rate plus an applicable margin. As of March 31, 2005, $2.2 million was outstanding
under this borrowing arrangement.



The Company currently has a stock repurchase
plan under which the Company is authorized to spend up to $19.1 million for repurchases of its common stock. Pursuant to this plan, the Company has repurchased a total of 1,656,740 shares of its common stock at an aggregate purchase price of $17.0
million. No shares were repurchased during the quarter ended March 31, 2005. Repurchased shares are added to treasury stock and are available for general corporate purposes including the funding of the Companys stock option plans. As of March
31, 2005, the Company held 491,278 shares of treasury stock at an aggregate cost of approximately $5.1 million. Authorizations of approximately $2.1 million remained at March 31, 2005.



16



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The following table summarizes the Companys expected cash outflows from financial contracts and commitments as of
March 31, 2005. Information on recurring purchases of materials for use in manufacturing and service operations have not been included. These amounts are not long-term in nature (less than three months) and are generally consistent from year to year



|                                                 |  |                        |       |                 |   |            |  |            |     |                   |   |     |  |   |    
|------------------------------------------------ |  | ---------------------- | ----- | --------------- | - | ---------- |  | ---------- | --- | ----------------- | - | --- |  | - | ---
|                                                 |  | Payments due by period
|(In thousands of dollars)                        |  | Total                  |       | Less than1 year |   | 1 - 3years |  | 3 - 5years |     | More than 5 years
|Operating lease obligations                      |  | $                      | 1,422 |                 | $ | 335        |  | $          | 577 |                   | $ | 344 |  | $ | 166
|Contractual commitments for capital expenditures |  |                        | 3,821 |                 |   | 3,821      |  |            |    |                   |   |    |  |   |   
|Long-term debt obligations                       |  |                        |      |                 |   |           |  |            |    |                   |   |    |  |   |   
|                                                 |  |                        |       |                 |   |            |  |            |     |                   |   |     |  |   |    
|Total                                            |  | $                      | 5,243 |                 | $ | 4,156      |  | $          | 577 |                   | $ | 344 |  | $ | 166
|                                                 |  |                        |       |                 |   |            |  |            |     |                   |   |     |  |   |    



Since the Company has no significant
tax loss carryforwards, the Company expects to make quarterly estimated tax payments in 2005 based on taxable income levels. Also, the Company has various retirement plans for which the Company has committed a certain level of benefits. The defined
benefit plan is overfunded and no contributions are expected in the short-term. The Company expects to make contributions to its defined contribution and post-retirement health and life plans of approximately $2.7 million annually, depending on
participation levels in these plans.



The Company believes that its cash flows
from operations and its available borrowing capacity under its credit agreements will be sufficient to fund its operations, including planned capital expenditures, dividend payments and stock repurchases, through December 31, 2005.



Recently Issued Accounting Pronouncements



In November 2004, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 151 (SFAS 151), Inventory Costs, an amendment of ARB No. 43, Chapter 4. This Statement amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and
wasted material (spoilage) should be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. SFAS
151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005, but early application is permitted during fiscal years after the date this Statement is issued. The Company is currently in the process of evaluating
the impact of SFAS 151 on the Companys consolidated financial position or results of operations.



In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152 (SFAS 152), Accounting for Real Estate Time-Sharing Transactions. This
Statement provides that real estate time-sharing transactions should be accounted for as non-retail land sales as discussed in the recently issued SOP 04-02, Accounting for Real Estate Time-Sharing Transactions. SFAS 152 amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference SOP 04-02 and amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects to state that the guidance for
incidental operations and costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. SFAS 152 is effective for financial statements for fiscal years beginning after June 15, 2005. Restatement of previously
issued financial statements is not permitted. The Company does not expect the adoption of SFAS 152 to impact the Companys consolidated financial position or results of operations.



17



---

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153
(SFAS 153), Exchanges of Nonmonetary Assets, an amendment of APB Opinion No, 29. This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. This Statement
specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal years
beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date this Statement is issued. The Company does not expect the adoption of SFAS 153 to impact the
Companys consolidated financial position or results of operations.



In
December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123-Revised 2004 (SFAS 123R), Share-Based Payment, a revision of SFAS No. 123 Accounting for Stock-Based
Compensation, and supersedes APB No. 25, Accounting for Stock Issued to Employees. This Statement requires that the cost of employee services received in exchange for stock based on the grant-date fair value be measured and that
the cost be recognized over the period during which the employee is required to provide service in exchange for the award. The fair value will be estimated using an option-pricing model. Excess tax benefits, as defined in SFAS 123R, will be
recognized as additional paid-in-capital. SFAS 123R initially was to be adopted as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. However, on April 15, 2005, the Securities and Exchange Commission
announced a new rule that amended the adoption date for SFAS 123R. The new rule allows companies to implement SFAS 123R at the beginning of their next fiscal year that begins after June 15, 2005. As noted in the Companys significant accounting
policies, the Company does not record compensation expense for stock-based compensation. Although the Company continues to evaluate SFAS 123R and related transition matters, the adoption of SFAS 123R is expected to impact net earnings by
approximately $0.6 million ($0.04 per diluted share), $0.3 million ($0.02 per diluted share) and $0.02 million ($0.01 per diluted share) for the years ending December 31, 2006, 2007 and 2008, respectively, for stock options previously granted.



In March 2005, the Financial Accounting Standards Board issued FASB
Interpretation No. 47 (Interpretation 47), Accounting for Conditional Asset Retirement Obligations, Interpretation 47 clarifies that the term conditional asset retirement obligation as used in SFAS No. 143
Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control
of an entity. If an entity has sufficient information to reasonably estimate the fair value of an asset retirement obligation, it must recognize a liability at the time the liability is incurred. If the liabilitys fair value cannot be
reasonably estimated, that fact and the reasons shall be disclosed. Interpretation 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005, for calendar-year enterprises). An entity shall recognize the
cumulative effect of initially applying this Interpretation as a change in accounting principle. The Company is currently in the process of evaluating the impact of Interpretation 47 on the Companys consolidated financial position or results
of operations.



Critical Accounting Policies and Estimates



The discussion and analysis of financial condition and results of operations are based
upon the Companys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Company evaluates its estimates on an ongoing basis, based on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting
policies affect its more significant judgments and estimates used in preparation of its consolidated statements.



The Company extends credit to customers in the normal course of business. Management performs ongoing credit evaluations of our customers and adjusts credit limits based
upon payment history and the customers current credit worthiness. An allowance for doubtful accounts has been established to provide for estimated losses on receivable collections. The balance of this allowance is determined by regular reviews
of outstanding receivables and historical experience. As the financial condition of customers change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required.



18



---

Revenue is not recognized until it is realized or realizable and earned. The criteria to meet this guideline are:
persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable and collectibility is reasonably assured. In some cases, a customer is not able to take delivery of a
completed product and requests that the Company store the product for defined period of time. The Company will process a Bill-and-Hold invoice and recognize revenue at the time of the storage request if all of the following criteria are met:



| |  |  | The customer has accepted title and risk of loss.
| | - |  | -------------------------------------------------



| |  |  | The customer has provided a written purchase order for the product.
| | - |  | -------------------------------------------------------------------



| |  |  | The customer, not the Company, requested the product to be stored and to be invoiced under a Bill-and-Hold arrangement. The customer must also provide the business purpose for the
storage request.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The customer must provide a storage period and future shipping date.
| | - |  | --------------------------------------------------------------------



| |  |  | The Company must not have retained any future performance obligations on the product.
| | - |  | -------------------------------------------------------------------------------------



| |  |  | The Company must segregate the stored product and not make it available to use on other orders.
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | The product must be complete and ready for shipment.
| | - |  | ----------------------------------------------------



The Company has made significant investments in inventory to service its customers. On a routine basis, the Company uses estimates in determining the level of reserves
required to state inventory at the lower of cost or market. Managements estimates are primarily influenced by market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of
these factors may result in adjustments to the carrying value of inventory. Also, the Company accounts for a significant portion of its inventory under the LIFO method. The LIFO reserve can be impacted by changes in the LIFO layers and by inflation
index adjustments.



Long-lived assets held and used by the Company are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of long-lived assets by determining whether the carrying value can be recovered
through projected undiscounted cash flows, based on expected future operating results. Future adverse market conditions or poor operating results could result in the inability to recover the current carrying value and thereby possibly requiring an
impairment charge in the future.



Goodwill acquired in connection with business
combinations represent the excess of consideration over the fair value of net assets acquired. The Company performs impairment tests on the carrying value of goodwill at least annually or whenever events or changes in circumstances indicate the
carrying value of goodwill may be greater than fair value, such as significant underperformance relative to historical or projected operating results and significant negative industry or economic trends. The Companys fair value is primarily
determined using discounted cash flows, which requires management to make judgments about future operating results, working capital requirements and capital spending levels. Changes in cash flow assumptions or other factors which negatively impact
the fair value of the operations would influence the evaluation and may result in a determination that goodwill is impaired and a corresponding impairment charge.



Deferred tax assets and liabilities are recognized for the differences between the book basis and tax basis of the net assets of the
Company. In providing for deferred taxes, management considers current tax regulations, estimates of future taxable income and available tax planning strategies. Changes in state, federal and foreign tax laws as well as changes in the financial
position of the Company could also affect the carrying value of deferred tax assets and liabilities. If management estimates that some or all of any deferred tax assets will expire before realization or that the future deductibility is not probable,
a valuation allowance would be recorded.



The Company is subject to claims and
legal actions in the ordinary course of business. The Company maintains insurance coverage for various aspects of its businesses and operations. The Company retains a portion of the insured losses that occur through the use of deductibles.
Management regularly reviews estimates of reported and unreported insured and non-insured claims and legal actions and provides for losses through reserves. As circumstances develop and additional information becomes available, adjustments to loss
reserves may be required.



The Company sells certain of its products to
customers with a product warranty that provides repairs at no cost to the customer or the issuance of credit to the customer. The length of the warranty term depends on the product being sold, but ranges from one year to five years. The Company
accrues its estimated exposure to warranty claims based upon historical warranty claim costs as a percentage of sales multiplied by prior sales still under warranty at the end of any period.



19



---

Management reviews these estimates on a regular basis and adjusts the warranty provisions as actual experience differs from historical estimates or other
information becomes available.



The Company offers a defined benefit plan and
other benefits upon the retirement of its employees. Assets and liabilities associated with these benefits are calculated by third-party actuaries under the rules provided by various accounting standards, with certain estimates provided by
management. These estimates include the discount rate, expected rate of return of assets and the rate of increase of compensation and health claims. On a regular basis, management reviews these estimates by comparing them to actual experience and
those used by other companies. If a change in an estimate is made, the carrying value of these assets and liabilities may have to be adjusted. The impact of changes in these estimates does not differ significantly from those disclosed in the
Companys Annual Report on Form 10-K for the year ended December 31, 2004.



Forward-Looking Statements and Assumptions



This Quarterly
Report on Form 10-Q contains forward-looking statements and information, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on managements beliefs as well as assumptions made by and information currently
available to management. When used in this report, the words anticipate, believe, estimate, expect and similar expressions are intended to identify forward-looking statements. Such statements reflect
the Companys current views with respect to certain events and are subject to certain assumptions, risks and uncertainties, many of which are outside the control of the Company. These risks and uncertainties include, but are not limited to, (i)
oil prices, (ii) capital spending levels of oil producers, (iii) availability and prices for raw materials, (iv) currency exchange rate fluctuations in the markets in which the Company operates, (v) changes in the laws, regulations, policies or
other activities of governments, agencies and similar organizations where such actions may affect the production, licensing, distribution or sale of the Companys products, the cost thereof or applicable tax rates, (vi) costs related to legal
and administrative proceedings, including adverse judgments against the Company if the Company fails to prevail in reversing such judgments, and (vii) general industry, political and economic conditions in the markets where the Companys
procures material, components and supplies for the production of the Companys principal products or where the Companys products are produced, distributed or sold. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company undertakes no obligations to update or revise its forward-looking statements, whether as a result of new
information, future events or otherwise.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------



The Companys financial instruments include cash, accounts receivable, accounts payable, invested funds and debt obligations. The book value of accounts receivable,
short-term debt and accounts payable are considered to be representative of their fair market value because of the short maturity of these instruments. The Company believes the carrying values of its long-term debt obligations approximate fair
values because the interest rates on these obligations are comparable to what the Company believes it could currently obtain for debt with similar terms and maturities. The Companys accounts receivable are not concentrated in one customer or
industry and are not viewed as an unusual credit risk.



The Company does not
utilize financial or derivative instruments for trading purposes or to hedge exposures to interest rates, foreign currency rates or commodity prices. Due to the low level of current debt exposure, the Company does not have any significant exposure
to interest rate fluctuations. However, if the Company drew on its line of credit under its Bank Facility, the Company would have exposure since the interest rate is variable. In addition, the Company primarily invoices and purchases in the same
currency as the functional currency of its operations, which minimizes exposure to currency rate fluctuations.



The Company is exposed to currency fluctuations with debt denominated in U.S. dollars owed to the Companys U.S. entity by its French and Canadian entities. As of March 31, 2005, this inter-company debt was
comprised of 1.4 million euros and 6.6 million Canadian dollars. As of March 31, 2005, if the U.S. dollar strengthens by 10% over these currencies, the net income impact would be $0.5 million of expense and if the U.S. dollar weakens by 10% over
these currencies, the net income impact would be $0.5 million of income. Also, certain assets and liabilities, primarily employee and tax related, denominated in the local currency of foreign operations whose functional currency is the U.S. dollar
are exposed to fluctuations in currency rates. As of March 31, 2005, if the U.S. dollar strengthens by 10% over these currencies, the net



20



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income impact would be $0.2 million of expense and if the U.S. dollar weakens by 10% over these currencies, the net income impact would be $0.2 million of
income.



|Item 4. | Controls and Procedures
|------- | -----------------------



Based on their evaluation of the Companys disclosure controls and procedures as of March 31, 2005, the Chief Executive Officer of the Company, Douglas V. Smith, and
the Chief Financial Officer of the Company, R. D. Leslie, have concluded that the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934) are
effective.



There were no changes in the Companys internal control over
financial reporting that occurred during the Companys last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



21



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PART II  OTHER
INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



A class action complaint was filed in the U.S. District Court for the Eastern District of Texas on March 7, 1997, by an employee and a former employee which alleged race discrimination in employment. Certification
hearings were conducted in Beaumont, Texas in February 1998 and in Lufkin, Texas in August 1998. In April 1999, the District Court issued a decision that certified a class for this case, which included all black employees employed by the Company
from March 6, 1994, to the present. The case was closed from 2001 to 2003 while the parties unsuccessfully attempted mediation. Trial for this case began in December 2003, but was postponed by the District Court and was completed in October 2004.
The only claims made at trial were those of discrimination in initial assignments, promotions and compensation.



On January 13, 2005 the District Court entered its decision finding that the Company discriminated against African-American employees in initial assignments and
promotions. The District Court also concluded that the discrimination resulted in a shortfall in income for those employees and ordered that the Company pay those employees back pay to remedy such shortfall, together with pre-judgment interest in
the amount of 5%. The Companys preliminary estimate is that the total amount of back pay that it would be required to pay to the class of affected employees could total up to $6 million (including interest). In addition to back pay with
interest, the Court (i) enjoined and ordered the Company to cease and desist all racially biased assignment and promotion practices, (ii) ordered the Company to pay court costs and (iii) agreed to consider a request for awarding plaintiffs
attorneys fees against the Company. On January 27, 2005, the plaintiffs moved for an interim award of attorney fees and costs, which they estimated to be $6.5 million, but to date the District Court has not ruled on this request.



The Company has reviewed this decision with its outside counsel and intends to appeal the
decision to the U.S. Court of Appeals for the Fifth Circuit. The Company believes that after a full and fair review by the appeals court of the evidence, the Court of Appeals will determine that the plaintiffs have not established their claims of
discrimination by the Company against the plaintiffs and will enter a decision to that effect and will dismiss the case against the Company. At this time, the Company has concluded that an unfavorable ultimate outcome is not probable. If the
District Courts decision is reversed and remanded for a new trial, the Company will vigorously defend itself on retrial. While the ultimate outcome and impact of these claims against the Company cannot be predicted with certainty, the Company
believes that the resolutions of these proceedings will not have a material adverse effect on its consolidated financial position. However, should the Company be unsuccessful in its appeal, the final determination could have a material impact on the
Companys reported earnings and cash flows in a future reporting period.



There are various other claims and legal proceedings arising in the ordinary course of business pending against or involving the Company wherein monetary damages are sought. It is managements opinion that the Companys liability,
if any, under such claims or proceedings would not materially affect its consolidated financial position, results of operations or cash flow.



|Item 5. | Other Information
|------- | -----------------



Pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as amended, the Company is responsible for listing the non-audit services approved by its Audit Committee to be performed by Deloitte & Touche
LLP, its independent registered public accounting firm. In April 2005, the Audit Committee pre-approved certain tax-related services.



22



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|Item 6. | Exhibits
|------- | --------



|       |  |                                                                                                                                     
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------
|       | 
|4.1    |  | Form of Common Stock Certificate.                                                                                                   
|       | 
|10.1   |  | Credit Agreement, dated December 30, 2002, between Lufkin Industries, Inc., JPMorgan Chase Bank and the lenders party thereto.      
|       | 
|10.2   |  | Agreement and First Amendment to Credit Agreement, dated June 30, 2004, between Lufkin Industries, Inc. and JPMorgan Chase Bank.    
|       | 
|10.3   |  | Agreement and Second Amendment to Credit Agreement, dated February 1, 2005, between Lufkin Industries, Inc. and JPMorgan Chase Bank.
|       | 
|*10.4  |  | Form of General Stock Option Agreement for the Companys 1990 Stock Option Plan.                                                    
|       | 
|*10.5  |  | Form of Stock Option Agreement with Chief Executive Officer for the Companys 1990 Stock Option Plan.                               
|       | 
|*10.6  |  | Form of Stock Option Agreement for the Companys 1996 Nonemployee Director Stock Option Plan.                                       
|       | 
|*10.7  |  | Form of General Stock Option Agreement for the Companys 2000 Incentive Stock Compensation Plan.                                    
|       | 
|*10.8  |  | Form of Stock Option Agreement with Chief Executive Officer for the 2000 Incentive Stock Compensation Plan.                         
|       | 
|*10.9  |  | Thrift Plan Restoration Plan for Salaried Employees of Lufkin Industries, Inc., as amended.                                         
|       | 
|*10.10 |  | Retirement Plan Restoration Plan for Salaried Employees of Lufkin Industries, Inc.                                                  
|       | 
|*10.11 |  | Lufkin Industries, Inc. Supplemental Retirement Plan, as amended.                                                                   
|       | 
|*10.12 |  | Lufkin Industries, Inc. 2005 Variable Compensation Plan.                                                                            
|       | 
|*10.13 |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Larry M. Hoes.                                    
|       | 
|*10.14 |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and John F. Glick.                                    
|       | 
|*10.15 |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Scott H. Semlinger.                               
|       | 
|*10.16 |  | Severance Agreement, dated May 3, 2000, between Lufkin Industries, Inc. and Robert D. Leslie.                                       
|       | 
|*10.17 |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Paul G. Perez.                                    
|       | 
|*10.18 |  | Amended and Restated Employment Agreement, dated January 1, 1995, between Lufkin Industries, Inc. and Douglas V. Smith.             
|       | 
|31.1   |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.                                                                  
|       | 
|31.2   |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.                                                                  
|       | 
|32.1   |  | Section 1350 Certification of Chief Executive Officer.                                                                              
|       | 
|32.2   |  | Section 1350 Certification of Chief Financial Officer.                                                                              



|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



23



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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.



Date:         May 9, 2005



|                        |  |                                                                                                                                        
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|LUFKIN INDUSTRIES, INC.
|                        | 
|By                      |  | /s/    R. D. LESLIE                                                                                                                    
|                        |  | R. D. Leslie                                                                                                                           
|                        |  | Signing on behalf of the registrant and as Vice President/Treasurer/Chief Financial Officer(Principal Financial and Accounting Officer)



24



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Index of Exhibits



|              |  |                                                                                                                                     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit                                                                                                                             
|              | 
|4.1           |  | Form of Common Stock Certificate.                                                                                                   
|              | 
|10.1          |  | Credit Agreement, dated December 30, 2002, between Lufkin Industries, Inc., JPMorgan Chase Bank and the lenders party thereto.      
|              | 
|10.2          |  | Agreement and First Amendment to Credit Agreement, dated June 30, 2004, between Lufkin Industries, Inc. and JPMorgan Chase Bank.    
|              | 
|10.3          |  | Agreement and Second Amendment to Credit Agreement, dated February 1, 2005, between Lufkin Industries, Inc. and JPMorgan Chase Bank.
|              | 
|10.4          |  | Form of General Stock Option Agreement for the Companys 1990 Stock Option Plan.                                                    
|              | 
|10.5          |  | Form of Stock Option Agreement with Chief Executive Officer for the Companys 1990 Stock Option Plan.                               
|              | 
|10.6          |  | Form of Stock Option Agreement for the Companys 1996 Nonemployee Director Stock Option Plan.                                       
|              | 
|10.7          |  | Form of General Stock Option Agreement for the Companys 2000 Incentive Stock Compensation Plan.                                    
|              | 
|10.8          |  | Form of Stock Option Agreement with Chief Executive Officer for the 2000 Incentive Stock Compensation Plan.                         
|              | 
|10.9          |  | Thrift Plan Restoration Plan for Salaried Employees of Lufkin Industries, Inc., as amended.                                         
|              | 
|10.10         |  | Retirement Plan Restoration Plan for Salaried Employees of Lufkin Industries, Inc.                                                  
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|10.11         |  | Lufkin Industries, Inc. Supplemental Retirement Plan, as amended.                                                                   
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|10.12         |  | Lufkin Industries, Inc. 2005 Variable Compensation Plan.                                                                            
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|10.13         |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Larry M. Hoes.                                    
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|10.14         |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and John F. Glick.                                    
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|10.15         |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Scott H. Semlinger.                               
|              | 
|10.16         |  | Severance Agreement, dated May 3, 2000, between Lufkin Industries, Inc. and Robert D. Leslie.                                       
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|10.17         |  | Severance Agreement, dated November 11, 1999, between Lufkin Industries, Inc. and Paul G. Perez.                                    
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|10.18         |  | Amended and Restated Employment Agreement, dated January 1, 1995, between Lufkin Industries, Inc. and Douglas V. Smith.             
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.                                                                  
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|31.2          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.                                                                  
|              | 
|32.1          |  | Section 1350 Certification of Chief Executive Officer.                                                                              
|              | 
|32.2          |  | Section 1350 Certification of Chief Financial Officer.                                                                              



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