<PAGE>

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                ----------------------------------
                             FORM 10-Q

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934.  For the quarterly period ended
    September 30, 2000, 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:  0-4791

                       PAUL MUELLER COMPANY
---------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

                             Missouri
---------------------------------------------------------------------
   (State or other jurisdiction of incorporation or organization)

                            44-0520907
---------------------------------------------------------------------
               (I.R.S. Employer Identification No.)

1600 W. Phelps Street, P.O. Box 828, Springfield, Missouri 65801-0828
---------------------------------------------------------------------
        (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (417) 831-3000

---------------------------------------------------------------------
        (Former name, former address and former fiscal year,
                   if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all re-
ports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such re-
ports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes [X]    No [ ]

Indicate the number of shares outstanding of the issuer's Common
Stock as of November 6, 2000:  1,173,721

<PAGE>   2

PART I  -  FINANCIAL INFORMATION

The condensed financial statements included herein have been pre-
pared by the Company without audit, pursuant to the rules and regu-
lations of the Securities and Exchange Commission.  Certain informa-
tion and footnote disclosures normally included in the financial
statements, prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.  It
is suggested that these condensed financial statements be read in
connection with the financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.  This
report reflects all adjustments of a normal recurring nature that
are, in the opinion of management, necessary for a fair statement of
the results for the interim period.

                                  2

<PAGE>   3

                PAUL MUELLER COMPANY AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Dollars in Thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                   Sept. 30  Dec. 31
                                                     2000      1999
                                                   --------  --------
<S>                                                <C>       <C>
ASSETS
Current Assets:
  Cash............................................ $  1,830  $    700
  Available-for-sale investments, at market.......      588     2,296
  Accounts and notes receivable, less reserve
    of $375 at September 30, 2000, and $518 at
    December 31, 1999, for doubtful accounts......   20,608    18,811
  Inventories (Note 2) -
    Raw materials and components.................. $  7,793  $  6,795
    Work-in-process...............................    3,882     3,114
    Finished goods................................    2,552     1,150
                                                   --------  --------
                                                   $ 14,227  $ 11,059
  Prepayments.....................................      499       570
                                                   --------  --------
      Total Current Assets........................ $ 37,752  $ 33,436
Other Assets......................................    3,767     3,733
Property, Plant & Equipment, at cost.............. $ 61,974  $ 59,755
  Less - Accumulated depreciation.................   42,894    41,301
                                                   --------  --------
                                                   $ 19,080  $ 18,454
                                                   --------  --------
                                                   $ 60,599  $ 55,623
                                                   ========  ========

LIABILITIES AND SHAREHOLDERS' INVESTMENT

Current Liabilities:
  Accounts payable................................ $  4,742  $  3,484
  Accrued expenses................................    6,876     5,138
  Advance billings................................    7,560     6,591
                                                   --------  --------
      Total Current Liabilities................... $ 19,178  $ 15,213
Long-Term Liabilities.............................    1,471     1,401
Contingencies (Note 4)............................
Shareholders' Investment:
  Common Stock, par value $1 per share --
    Authorized 20,000,000 shares --
    Issued 1,348,325 shares....................... $  1,348  $  1,348
  Preferred Stock, par value $1 per share --
    Authorized 1,000,000 shares --
    No shares issued..............................        -         -
  Paid-in surplus.................................    4,494     4,496
  Retained earnings...............................   36,833    35,970
                                                   --------  --------
                                                   $ 42,675  $ 41,814
Less - Treasury stock, 174,604 shares
         at September 30, 2000, and
         174,304 shares at December 31,
         1999, at cost............................    2,562     2,554
       Deferred compensation (Note 3).............      136       172
       Accumulated other comprehensive loss.......       27        79
                                                   --------  --------
                                                   $ 39,950  $ 39,009
                                                   --------  --------
                                                   $ 60,599  $ 55,623
                                                   ========  ========
</TABLE>
 The accompanying notes are an integral part of these balance sheets.

                                  3

<PAGE>   4

                PAUL MUELLER COMPANY AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME
           (Dollars in Thousands Except Per Share Amounts)
                             (Unaudited)
<TABLE>
<CAPTION>
                               Three Months Ended   Nine Months Ended
                                  September 30        September 30
                               ------------------  ------------------
                                 2000      1999      2000      1999
                               --------  --------  --------  --------
<S>                            <C>       <C>       <C>       <C>
Net Sales..................... $ 28,588  $ 23,603  $ 78,264  $ 66,668
Cost of Sales.................   22,268    19,204    60,196    51,903
                               --------  --------  --------  --------
    Gross Profit.............. $  6,320  $  4,399  $ 18,068  $ 14,765
Selling, General &
  Administrative Expenses.....    5,033     4,660    14,244    13,490
                               --------  --------  --------  --------
    Operating Income (Loss)... $  1,287  $   (261) $  3,824  $  1,275
Other Income (Expense):
  Interest income............. $    119  $     87  $    234  $    263
  Interest expense............       (4)       (2)       (8)       (6)
  Other, net (Note 4).........       39       (75)       92      (871)
                               --------  --------  --------  --------
                               $    154  $     10  $    318  $   (614)
                               --------  --------  --------  --------
Income (Loss) from Operations
  Before Provision for
  Income Taxes................ $  1,441  $   (251) $  4,142  $    661
Provision (Benefit) for
  Income Taxes................      366      (101)    1,199       178
                               --------  --------  --------  --------
Income (Loss) Before Equity
  in Earnings (Loss) of
  Joint Venture............... $  1,075  $   (150) $  2,943  $    483
Equity in Earnings (Loss)
  of Joint Venture............       (6)        -        33         -
                               --------  --------  --------  --------
    Net Income (Loss)......... $  1,069  $   (150) $  2,976  $    483
                               ========  ========  ========  ========

Basic and Diluted
  Earnings (Loss) per
  Common Share (Note 3)....... $   0.92  $  (0.13) $   2.55  $   0.41
                               ========  ========  ========  ========
</TABLE>
   The accompanying notes are an integral part of these statements.

                                  4

<PAGE>   5

                PAUL MUELLER COMPANY AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                       (Dollars in Thousands)
                            (Unaudited)
<TABLE>
<CAPTION>
                                                   Nine Months Ended
                                                     September 30
                                                 --------------------
                                                   2000        1999
                                                 --------    --------
<S>                                              <C>         <C>
Cash Flows from Operating Activities:
  Net income.................................... $  2,976    $    483
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Equity in earnings of joint venture.........      (33)          -
    Bad debt expense (recovery).................       12         (39)
    Depreciation & amortization.................    2,042       2,160
    Changes in assets & liabilities -
      Decrease in interest receivable...........       27          58
      (Increase) in accounts & notes receivable.   (1,808)       (187)
      (Increase) in inventory...................   (3,168)     (1,683)
      Decrease (increase) in prepayments........       78        (130)
      (Increase) in other assets................       (2)        (68)
      Increase in accounts payable..............    1,258       1,431
      Increase (decrease) in accrued expenses...    1,738        (438)
      Increase in advance billings..............      969       2,480
      Increase (decrease) in
        long-term liabilities...................       32          (3)
                                                 --------    --------
        Net Cash Provided by Operations......... $  4,121    $  4,064

Cash Flows (Requirements) from
    Investing Activities:
  Proceeds from maturities of investments....... $  2,825    $  9,030
  Purchases of investments......................   (1,075)     (6,978)
  Investment in joint venture...................        -      (1,083)
  Proceeds from sale of equipment...............        4           9
  Additions to property, plant & equipment......   (2,632)     (1,734)
                                                 --------    --------
        Net Cash (Required) from
          Investing Activities.................. $   (878)   $   (756)

Cash Flows (Requirements) from
    Financing Activities:
  Dividends paid................................ $ (2,113)   $ (2,109)
                                                 --------    --------
        Net Cash (Required) by
          Financing Activities.................. $ (2,113)   $ (2,109)
                                                 --------    --------
Net Increase in Cash............................ $  1,130    $  1,199

Cash at Beginning of Period.....................      700       1,358
                                                 --------    --------
        Cash at End of Period................... $  1,830    $  2,557
                                                 ========    ========

Supplemental Disclosures of
    Cash Flow Information:
  Cash paid during the period for:
    Interest.................................... $      9    $      9
    Income taxes................................      920         115
</TABLE>
   The accompanying notes are an integral part of these statements.

                                  5

<PAGE>   6

                PAUL MUELLER COMPANY AND SUBSIDIARIES
               NOTES TO CONDENSED FINANCIAL STATEMENTS
          SEPTEMBER 30, 2000 AND 1999, AND DECEMBER 31, 1999
                              (Unaudited)

1. The condensed financial statements include the accounts of Paul
   Mueller Company (Registrant) and its wholly owned subsidiaries,
   Mueller International Sales Corporation, Mueller Transportation,
   Inc., and Mueller Field Operations, Inc.  A summary of the sig-
   nificant accounting policies is included in Note 1 to the con-
   solidated financial statements included in the Registrant's
   annual report on Form 10-K for the year ended December 31, 1999.

2. Inventory is recorded at the lower of cost on a last-in, first-out
   (LIFO) basis or market

   Because the inventory determination under the LIFO method can only
   be made at the end of each fiscal year based on the inventory
   levels and costs at that time, interim LIFO determinations, inclu-
   ding those at September 30, 2000, must necessarily be based on
   management's estimates of expected year-end inventory levels and
   costs.  Since estimates of future inventory levels and costs are
   subject to many factors beyond the control of management, interim
   financial results are subject to final year-end LIFO inventory
   amounts.  Accordingly, inventory components reported for the
   period ending September 30, 2000, are estimates based on manage-
   ment's knowledge of the Registrant's production cycle, the costs
   associated with this cycle, and the sales and purchasing volume
   of the Registrant.

3. On May 13, 1999, 6,000 shares of restricted common stock and non-
   qualified stock options for 20,400 shares of common stock, at a
   grant price of $36.00 per share, were awarded to key members of
   management with vesting periods of five years.  The market value
   of the restricted stock was $32.50 per share on the date of award,
   and the unamortized balance of deferred compensation is included
   under Shareholders' Investment on the accompanying Consolidated
   Condensed Balance Sheets.

   The following table sets forth the computation of basic and
   diluted earnings per common share:

<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                               ----------------------  ----------------------
                                 9-30-00     9-30-99     9-30-00     9-30-99
                               ----------  ----------  ----------  ----------
   <S>                         <C>         <C>         <C>         <C>
   Net income (loss).......... $1,069,000  $ (150,000) $2,976,000  $  483,000
                               ==========  ==========  ==========  ==========
   Shares for basic earnings
       per common share -
     Weighted average shares
       outstanding............  1,168,021   1,168,021   1,168,021   1,168,021
   Effect of restricted
     stock granted............        459           -         251         152
                               ----------  ----------  ----------  ----------
   Shares for diluted earnings
       per common share -
     Adjusted weighted average
     shares outstanding.......  1,168,480   1,168,021   1,168,272   1,168,173
                               ==========  ==========  ==========  ==========
   Basic earnings (loss)
     per common share.........     $ 0.92      $(0.13)     $ 2.55      $ 0.41
                                   ======      ======      ======      ======
   Diluted earnings (loss)
     per common share.........     $ 0.92      $(0.13)     $ 2.55      $ 0.41
                                   ======      ======      ======      ======
</TABLE>

4. The Registrant was the defendant in a breach-of-contract/breach-
   of-warranty lawsuit concerning reactor vessels sold in 1992 in
   Tarrant County, Texas (Alcon Laboratories, Inc. -vs- Paul Mueller

                                  6

<PAGE>   7

   Company).  As a result of a trial that ended in September 1997,
   the Registrant received an adverse decision; and the final judg-
   ment awarded damages, interest, and attorney's fees totaling
   $1,700,000 to the plaintiff.  The decision also provided that
   interest at 10% compounded annually would accrue on the judgment
   amount until paid.

   Management believed the decision was incorrect and, based on the
   advice of legal counsel, appealed the decision.  A decision on
   the appeal was rendered by the Court of Appeals on May 27, 1999,
   and the trial court's decision was upheld.  After consultation
   with legal counsel, the Registrant decided not to pursue an addi-
   tional appeal.

   On June 21, 1999, the Registrant was able to reach a settlement
   with Alcon Laboratories, Inc., in the amount of $1,875,000.  As
   a result of the settlement, the Registrant increased its reserve
   for the lawsuit in the second quarter of 1999 to fully accrue for
   its liability.  The addition to the reserve was $734,000; and it
   is included in Other, net on the Consolidated Condensed Statements
   of Income for 1999.

   The Registrant is involved in other legal proceedings incident
   to the conduct of its business.  It is management's opinion that
   none of these matters will have a materially adverse effect on
   the consolidated financial position, results of operations, or
   cash flows.

   The Registrant currently employs approximately 850 people, of
   which nearly 400 are represented by the Sheet Metal Workers Union.
   The International Union called a strike beginning July 25, 1995,
   and currently 16 employees are participating.

5. The Registrant has two reportable segments: Industrial Equipment
   and Dairy Farm Equipment.  There are no intersegment sales.

   Revenues and profitability for each segment for the three months
   and nine months ended September 30, 2000 and 1999, were as
   follows:

<TABLE>
<CAPTION>
                              Three Months Ended September 30
              ---------------------------------------------------------------
                                   (dollars in thousands)
                Dairy Farm      Industrial        Other /
                 Equipment       Equipment       Corporate      Consolidated
              --------------- --------------- --------------- ---------------
                2000    1999    2000    1999    2000    1999    2000    1999
              ------- ------- ------- ------- ------- ------- ------- -------
   <S>        <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
   Revenues
    from
    external
    custo-
    mers..... $ 6,332 $ 6,377 $22,256 $17,226 $     - $     - $28,588 $23,603
   Income
    (loss)
    before
    income
    tax...... $   790 $   821 $   497 $(1,139)$   154 $    67 $ 1,441 $  (251)
<CAPTION>
                               Nine Months Ended September 30
              ---------------------------------------------------------------
                                   (dollars in thousands)
                Dairy Farm      Industrial        Other /
                 Equipment       Equipment       Corporate      Consolidated
              --------------- --------------- --------------- ---------------
                2000    1999    2000    1999    2000    1999    2000    1999
              ------- ------- ------- ------- ------- ------- ------- -------
   <S>        <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
   Revenues
    from
    external
    custo-
    mers..... $19,195 $18,366 $59,069 $48,302 $     - $     - $78,264 $66,668
   Income
    (loss)
    before
    income
    tax...... $ 3,054 $ 2,536 $   770 $(1,249)$   318 $  (626)$ 4,142 $   661
</TABLE>

                                  7

<PAGE>   8

6. The Registrant reports comprehensive income and its components
   in accordance with Statement of Financial Accounting Standards
   No. 130, "Reporting Comprehensive Income."  Comprehensive income
   and its components, net of tax, are summarized below:

<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                               ----------------------  ----------------------
                                 9-30-00     9-30-99     9-30-00     9-30-99
                               ----------  ----------  ----------  ----------
   <S>                         <C>         <C>         <C>         <C>
   Net income (loss).......... $1,069,000  $ (150,000) $2,976,000  $  483,000
   Unrealized gain on invest-
     ments, net of tax........     11,000           -      44,000           -
   Foreign currency trans-
     lation adjustment, net
     of tax...................     24,000          -        8,000           -
                               ----------  ----------  ----------  ----------
   Comprehensive
     income (loss)............ $1,104,000  $ (150,000) $3,028,000  $  483,000
                               ==========  ==========  ==========  ==========
</TABLE>

                                  8

<PAGE>   9

                PAUL MUELLER COMPANY AND SUBSIDIARIES
              MANAGEMENT'S ANALYSIS OF OPERATING RESULTS
                       AND FINANCIAL CONDITION

The following is Management's discussion and analysis of the signifi-
cant factors that have affected the Companies' earnings during the
periods included in the accompanying Consolidated Condensed State-
ments of Income.

The information discussed below in Management's Discussion and Analy-
sis of Operating Results and Financial Condition contains statements
regarding matters that are not historical facts, but rather are
forward-looking statements.  These statements are based on current
financial and economic conditions and current expectations and in-
volve risk and uncertainties.  Actual future results may differ
materially depending on a variety of factors.  These factors, some
of which are identified in the discussion accompanying such forward-
looking statements, include, but are not limited to, milk prices
paid to dairy farmers, feed prices, weather conditions, dairy farm
consolidation and other factors affecting the profitability of dairy
farmers, the price of stainless steel, actions of competitors, labor
strife, the Registrant's execution of internal performance plans,
economic conditions in key export markets, the level of capital
expenditures in the U.S. economy, and other changes to business
conditions.

OPERATING RESULTS

Sales for the three months ended September 30, 2000, were $4,985,000
greater than during the three months ended September 30, 1999.
Industrial Equipment segment sales improved by $5,030,000, while
Dairy Farm Equipment segment sales declined by $45,000.  The improve-
ment within the Industrial Equipment segment was primarily due to
shipments of Pure Water Products, and virtually all of that was due
to one project amounting to $4,166,000.  Additionally, Processing
Equipment sales improved primarily for beverage and pharmaceutical
applications.  Dairy Farm Equipment segment sales were down slightly,
with the decline occurring in the domestic market as export sales
were higher.  Although the backlog of Dairy Farm Equipment was com-
parable at June 30, 2000 and 1999, order entry was significantly
lower during the third quarter of 2000 compared to the third quarter
of 1999, which contributed to the decrease in domestic shipments.
Consistently low milk prices during 2000 have contributed to lower
order entry.

The gross profit rate for the third quarter of 2000 was 22.1% com-
pared to 18.6% for the same period of a year ago.  The increase was
primarily due to the improvement in sales mentioned above.  This
was in spite of the fact that a higher provision was required to
increase the LIFO reserve during the third quarter of 2000 ($580,000)
compared to the third quarter of 1999 ($75,000).  The higher provi-
sion for LIFO was necessary due to the effect of higher stainless-
steel prices during 2000 compared to 1999.

Selling, general, and administrative expenses were higher for the
three months ended September 30, 2000, versus the same period of
1999, primarily due to increased expenditures for compensation, manu-
facturers' representative's commissions, and consulting fees.

Other income (expense) improved by $144,000 for the third quarter
of 2000 compared to the third quarter of 1999.  The improvement was
due to higher interest income and improved results for the trucking
operation and brewery/brewpub.

The effective tax rate for the third quarter of 2000 and 1999 varied
from the statutory tax rate (34%) due to tax credits, the lower
effective tax rate of the Foreign Sales Corporation (FSC), and tax-
exempt interest.

                                  9

<PAGE>   10

Sales for the nine months ended September 30, 2000, were $11,596,000
higher compared to the same period of a year ago.  Industrial Equip-
ment segment sales improved by $10,767,000, while Dairy Farm Equip-
ment segment sales increased by $829,000.  Within the Industrial
Equipment segment, sales were higher for Pure Water Products and for
Processing Equipment for beverage and pharmaceutical applications.
The improvement in sales for the Industrial Equipment segment is the
direct result of a significantly higher backlog at the beginning of
2000 compared to the beginning of 1999.  The improvement in Dairy
Farm Equipment segment sales was due to export shipments, as domes-
tic sales were down for the nine months ended September 30, 2000,
compared to the comparable period of a year ago.  The increase in
export shipments was primarily to Japan and Mexico.  Domestic sales
of Dairy Farm Equipment are down for 2000 compared to 1999 due to
the significantly lower level of new orders, which is being driven
by the low milk prices that are the result of a surplus of milk.

The gross profit rate for the first nine months of 2000 was 23.1%
compared to 22.1% for the first nine months of 1999.  The signifi-
cantly higher level of shipments for 2000 contributed to the im-
proved gross profit.  The gross profit was offset by a higher LIFO
provision for 2000 ($1,710,000) versus 1999 ($150,000).  The increase
in the LIFO provision was due to higher stainless-steel prices in
effect for 2000 compared to 1999.

Selling, general, and administrative expenses for the first nine
months of 2000 were 6% higher than the same period of 1999.  The
increase was due to higher personnel costs, consulting fees, provi-
sions for potential warranty expense, and manufacturers' representa-
tive's commissions.

Other income (expense) was $318,000 for the first nine months of 2000
compared to an expense of $(614,000) for the first nine months of
1999.  A major part of the variance was due to the settlement of the
Alcon lawsuit (see Note 4) in June 1999.  As a result of the settle-
ment, the Registrant increased its reserve for the lawsuit in the
second quarter of 1999 to fully accrue for its liability; and the
addition to the reserve was $734,000.  The balance of the variance
was due to improved results for the trucking operation and the
brewery/brewpub during 2000 as compared to 1999.

The effective tax rate for the nine months ended September 30, 2000
and 1999, varied from the statutory tax rate (34%) due to tax
credits, the lower effective tax rate of the Foreign Sales Corpora-
tion (FSC), and tax-exempt interest.

As previously reported, the labor contract with the Sheet Metal
Workers Union (which covers a portion of the employees at the Spring-
field, Missouri, plant) expired on June 11, 1994.  Extensive negoti-
ations were conducted with union representatives, but a new contract
was not achieved.  The International Union called a strike that
began on July 25, 1995; and currently there are only 16 employees
participating.  No action has been taken by the union to prevent
nonstriking employees from working.  The Registrant implemented the
provisions of its revised and final offer effective April 1, 1996.

The union filed several unfair labor practice complaints against
the Registrant, which were appealed to the National Labor Relations
Board (NLRB) after hearings before administrative law judges.  On
September 25, 2000, the NLRB ruled on 20 of the 26 complaints before
them; and the rulings issued present no material financial exposure
to the Registrant.  The Registrant or the union may appeal the
rulings of the NLRB to a Federal Court, although the Registrant
does not intend to appeal the rulings.  A final determination of
the remaining charges pending before the NLRB and any appeal by the
union may take up to two years.  However, management believes that,
based on an evaluation by counsel, there is no material financial
exposure to the Registrant.

                                  10

<PAGE>   11

The Registrant currently employs about 850 people, of which approxi-
mately 400 at the Springfield, Missouri, facility are represented
by the Sheet Metal Workers Union.  The Registrant has facilities
located in Springfield, Missouri, and Osceola, Iowa.  There are
approximately 740 employees assigned to the Springfield facility;
and at the Osceola facility, there are approximately 110 employees,
none of whom are represented by a labor union.

The Registrant has experienced no significant Year 2000 problems.
The AS/400 computer operating system and all major business systems,
including the financial, design engineering, and manufacturing soft-
ware systems, have functioned properly.  A few minor problems were
encountered, but they were corrected immediately.  All noninformation
technology systems and equipment within the Registrant's facilities
performed without problems.  To date, the Registrant has not exper-
ienced any problem with either suppliers or customers due to Year
2000 problems.

Market risks relating to the Registrant's operations result primar-
ily from changes in foreign exchange rates and interest rates, as
well as stainless-steel prices.  The Registrant periodically enters
into foreign-exchange forward or spot contracts to hedge the expo-
sure to foreign-currency-denominated purchase transactions.  Forward
contracts generally have maturities of less than three months.
Foreign-currency-denominated purchases were $1,749,000 and $2,690,000
for the nine months ended September 30, 2000 and 1999, respectively.
There were no foreign-exchange forward contracts outstanding at
September 30, 2000 and 1999.  There were foreign currencies held at
September 30, 2000, amounting to approximately $4,000, for payment
of foreign-currency-denominated vendor invoices.  The Registrant's
financial instruments that are exposed to interest-rate risks con-
sist of available-for-sale investments that are recorded at market
value.  Available-for-sale investments are maintained in high-
quality securities that consist of a taxable bond fund.  Unrealized
holding gains and losses were not material as of September 30, 2000
and 1999; and there were no significant realized gains or losses
during the periods.  The Registrant does not use financial instru-
ments for trading purposes.  The risk of changes in stainless-steel
prices for significant Industrial Equipment segment projects that
extend over several months is managed by contracting for the stain-
less steel at the time the project is obtained.

Concentration of credit risk, with respect to receivables, is limited
due to the large number of customers and their dispersion across a
wide geographic area.  The Registrant performs credit evaluations on
all new customers and periodically reviews the financial condition
of existing customers.  For Industrial Equipment orders, down pay-
ments and/or progress payments are generally required based on the
dollar value of the order and customer creditworthiness.  Foreign
receivables are generally secured by irrevocable letters of credit
confirmed by a major U.S. bank.

Looking to the balance of 2000, there are factors that could affect
the results of operations.  If there is expanded employee participa-
tion for an extended period of time in the strike mentioned above,
this could have an adverse effect on the level of production and
the ability to secure orders.  The average price of milk paid to
farmers in the domestic market year-to-date for 2000 is 25% below
the average milk price for the same period of 1999.  Although feed
prices have remained favorable, new orders for Dairy Farm Equipment
year-to-date in 2000 are down about 34% compared to the first nine
months of 1999, a year when record order entry and sales were
achieved.  A continuing trend of decreasing order entry for the
balance of 2000 will affect sales and profitability for the Dairy
Farm Equipment segment.  Also, year-to-date order entry in the
Industrial Equipment segment is slightly less than order entry for
the comparable period of 1999.  Market conditions have been very
competitive for major projects, which may affect profitability
for the Industrial Equipment segment for the balance of the year.
Stainless-steel mills implemented a price increase for stainless
steel earlier this year; and since October of 1999, orders placed

                                  11

<PAGE>   12

for stainless steel have been subject to a surcharge at time of ship-
ment as a result of the escalating price for nickel, a key component
used in making stainless steel.  In order to protect against the
escalation of stainless-steel prices, the Registrant increased its
inventory of standard sizes of stainless-steel coil used in the
manufacture of its products.  As the Registrant's inventories are
recorded on the last-in, first-out (LIFO) method, additional provi-
sions to increase the LIFO reserve may be required based on the
Registrant's projections of year-end inventory quantities, the mix
of inventory, and the cost of items in inventory at year-end.

In general, the Registrant's business is not subject to seasonal
variation and demand for its products.  However, because orders for
certain products can be large, a small number of large orders can
have a significant impact on the Registrant's revenue in any one
quarterly period.  As a result, a relatively small reduction or de-
lay in the number of orders shipped or completed and accepted by the
customer can have a material impact on the Registrant's revenues
for any particular quarter.  Gross margins may vary from quarter-to-
quarter as a result of the variations in profitability of large
orders, as well as the mix of various products manufactured by the
Registrant.  Accordingly, results of operations for the Registrant
for any particular quarter are not necessarily indicative of the
results that may be expected for any subsequent quarter of the calen-
dar year.

The backlog of sales at September 30, 2000, was $28,700,000 compared
to $32,400,000 at June 30, 2000, and $36,700,000 at September 30,
1999.  The level of backlog, at any particular point in time, is not
necessarily indicative of the future operating performance of the
Registrant in the following quarter due to the long manufacturing or
fabrication cycle for some projects.  Orders in the backlog are sub-
ject to delays in completion and/or holds at the request of the cus-
tomer, and this could have a significant impact on quarterly results.
The September 30, 2000, backlog represents orders that will be com-
pleted and shipped over the next twelve months.

The Registrant will adopt the provisions of Staff Accounting Bulle-
tin (SAB) No. 101 for its fourth quarter beginning October 1, 2000.
The adoption of SAB No. 101 had no material effect on the Regis-
trant's financial position or results of operations for any previous
quarter in 2000, and there will be no material effect on subsequent
quarters.

FINANCIAL CONDITION

The consolidated financial condition and the liquidity of the Regis-
trant at September 30, 2000, have not changed significantly since
December 31, 1999.  There are no significant commitments for capital
expenditures at September 30, 2000.

The Registrant has a $6,000,000 bank-borrowing facility that expires
on March 30, 2001, none of which is currently used.  There are no
commitment fees for the facility.

                                  12

<PAGE>   13

PART II - OTHER INFORMATION

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

          a. Exhibits
<TABLE>
<CAPTION>
                                                        Sequentially
             Exhibit                                      Numbered
             Number                Exhibit                   Page
             ------  -----------------------------------  --------
              <S>    <C>                                     <C>
              (27)   Financial Data Schedule............     14
</TABLE>
          b. Reports on Form 8-K -- There were no reports on Form 8-K
             filed for the three months ended September 30, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                               PAUL MUELLER COMPANY

DATE:  November 6, 2000        /S/         DONALD E. GOLIK
       ----------------        --------------------------------------
                               Donald E. Golik, Senior Vice President
                                    and Chief Financial Officer

                                  13