<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 March 31,
    2000, or

[ ] Transition report pursuant to Section 13 or 15(d) of the Secu-
    rities 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 reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes [X]    No [ ]

Indicate the number of shares outstanding of the issuer's Common
Stock as of May 7, 2000:  1,174,021

                                   1

<PAGE>   2

PART I - FINANCIAL INFORMATION

The condensed financial statements included herein have been prepared
by the Registrant without audit, pursuant to the rules and regula-
tions 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 Registrant believes that the disclosures
are adequate to make the information presented not misleading.  It is
suggested that these condensed financial statements be read in con-
nection with the financial statements and the notes thereto included
in the Registrant'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>
                                                    Mar. 31   Dec. 31
                                                      2000      1999
                                                    -------   -------
<S>                                                <C>       <C>
ASSETS
------
Current Assets:
  Cash............................................ $  1,119  $    700
  Available-for-sale investments, at market.......    1,503     2,296
  Accounts and notes receivable, less reserve
    of $533 at March 31, 2000, and $518 at
    December 31, 1999, for doubtful accounts......   19,093    18,811
  Inventories (Note 2) -
    Raw materials and components.................. $  7,804  $  6,795
    Work-in-process...............................    5,221     3,114
    Finished goods................................    2,617     1,150
                                                   --------  --------
                                                   $ 15,642  $ 11,059
  Prepayments.....................................      429       570
                                                   --------  --------
        Total Current Assets...................... $ 37,786  $ 33,436
Other Assets (Note 5).............................    3,800     3,733
Property, Plant & Equipment, at cost.............. $ 60,779  $ 59,755
  Less - Accumulated depreciation.................   41,918    41,301
                                                   --------  --------
                                                   $ 18,861  $ 18,454
                                                   --------  --------
                                                   $ 60,447  $ 55,623
                                                   ========  ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
Current Liabilities:
  Accounts payable................................ $  5,182  $  3,484
  Accrued expenses................................    6,072     5,138
  Advance billings................................    8,818     6,591
                                                   --------  --------
        Total Current Liabilities................. $ 20,072  $ 15,213
Other Long-Term Liabilities.......................    1,209     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.................................    4,496     4,496
  Retained earnings...............................   36,088    35,970
                                                   --------  --------
                                                   $ 41,932  $ 41,814
  Less - Treasury stock, 174,304 shares at
           March 31, 2000, and December 31, 1999,
           at cost................................    2,554     2,554
         Deferred compensation....................      163       172
         Accumulated other comprehensive loss.....       49        79
                                                   --------  --------
                                                   $ 39,166  $ 39,009
                                                   --------  --------
                                                   $ 60,447  $ 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
                                                        March 31
                                                   ------------------
                                                     2000      1999
                                                   --------  --------
<S>                                                <C>       <C>
Net Sales........................................  $ 22,473  $ 18,884
Cost of Sales....................................    16,954    14,486
                                                   --------  --------
        Gross Profit.............................  $  5,519  $  4,398
Selling, General & Administrative Expenses.......     4,450     4,254
                                                   --------  --------
        Operating Income.........................  $  1,069  $    144

Other Income (Expense):
    Interest income..............................  $     46  $     89
    Interest expense.............................        (2)       (2)
    Other, net...................................        79        26
                                                   --------  --------
                                                   $    123  $    113
                                                   --------  --------
Income from Operations before Provision
    for Income Taxes.............................  $  1,192  $    257
Provision for Income Taxes.......................       393        90
                                                   --------  --------
Income before Equity in
    Earnings of Joint Venture....................  $    799  $    167
Equity in Earnings of Joint Venture (Note 5).....        23         -
                                                   --------  --------
        Net Income...............................  $    822  $    167
                                                   ========  ========
Basic and Diluted Earnings
    per Common Share (Note 3)....................  $   0.70  $   0.14
                                                   ========  ========
</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>
                                                   Three Months Ended
                                                        March 31
                                                   ------------------
                                                     2000      1999
                                                   --------  --------
<S>                                                <C>       <C>
Cash Flows from Operating Activities:
  Net income.....................................  $    822  $    167
  Adjustments to reconcile net income to net
      cash provided (required) by operating
      activities:
    Equity in income of joint venture............       (23)        -
    Bad debt expense (recovery)..................        35        (4)
    Depreciation and amortization................       659       687
    Loss on sales of fixed assets................         1         2
    Changes in assets and liabilities -
      Decrease in interest receivable............        10        32
      (Increase) decrease in accounts
        and notes receivable.....................      (316)      162
      (Increase) in inventories..................    (4,583)   (1,889)
      Decrease in prepayments....................       138        46
      (Increase) in other assets.................       (27)       (6)
      Increase in accounts payable...............     1,698       106
      Increase in accrued expenses...............       934        43
      Increase in advance billings...............     2,227     1,225
      (Decrease) increase in
        long-term liabilities....................      (208)      327
                                                   --------  --------
          Net Cash Provided by Operations........  $  1,367  $    898

Cash Flows Provided (Requirements) from
    Investing Activities:
  Proceeds from maturities of investments........  $    847  $  3,578
  Purchases of investments.......................       (47)   (2,566)
  Additions to property, plant, and equipment....    (1,044)     (340)
                                                   --------  --------
          Net Cash Provided (Required) by
            Investing Activities.................  $   (244) $    672

Cash Flows (Requirements) from
    Financing Activities:
  Dividends paid.................................  $   (704) $   (701)
                                                   --------  --------
          Net Cash (Required) by
            Financing Activities.................  $   (704) $   (701)
                                                   --------  --------
Net Increase in Cash.............................  $    419  $    869
Cash at Beginning of Period......................  $    700  $  1,358
                                                   --------  --------
        Cash at End of Period....................  $  1,119  $  2,227
                                                   ========  ========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for -
    Income taxes.................................  $     60  $      8
</TABLE>
    The accompanying notes are an integral part of these statements.

                                   5

<PAGE>   6

                PAUL MUELLER COMPANY AND SUBSIDIARIES
               NOTES TO CONDENSED FINANCIAL STATEMENTS
            MARCH 31, 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
   significant accounting policies is included in Note 1 to the
   consolidated 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; last-in, first-out
   (LIFO) method; or market.

   Because the inventory determination under the LIFO method can
   only be made at the end of each fiscal year based on the inven-
   tory levels and costs at that time, interim LIFO determinations,
   including those at March 31, 2000, must necessarily be based on
   management's estimate of expected year-end inventory levels and
   costs.  Since estimates of future inventory levels and prices 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 March 31, 2000, are estimates based on management's
   knowledge of the Registrant's production cycle, the costs asso-
   ciated 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
   balance sheets.

   The following table sets forth the computation of basic and
   diluted earnings per common share:
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                       ----------------------
                                                          3-31-00     3-1-99
                                                       ----------  ----------
   <S>                                                 <C>         <C>
   Net income......................................... $  822,000  $  167,000
                                                       ==========  ==========
   Shares for basic earnings per common share -
     Weighted average shares outstanding..............  1,168,021   1,168,021
   Effect of restricted stock granted.................        193           -
                                                       ----------  ----------
   Shares for diluted earnings per common share -
     Adjusted weighted average shares outstanding.....  1,168,214   1,168,021
                                                       ==========  ==========
   Basic earnings per common share....................     $ 0.70      $ 0.14
                                                           ======      ======
   Diluted earnings per common share..................     $ 0.70      $ 0.14
                                                           ======      ======
</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
   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.

                                   6

<PAGE>   7

   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 additional
   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 to fully accrue for its
   liability.  The addition to the reserve was $734,000.

   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 860 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. On August 17, 1999, the Registrant established a joint venture
   when it acquired 50% of the common stock of Mueller Montana de
   Mexico, S.A. de C.V. (Mueller Montana), a Mexican fabricator of
   processing equipment, for a price of $1,083,000.  One-half of the
   price was a contribution to the capital of Mueller Montana for
   the benefit of all shareholders and the balance was paid to for-
   mer shareholders.  The investment in the joint venture was not
   material to the Registrant's financial position or results of
   operations.  The investment is included in other assets on the
   Consolidated Balance Sheets.

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

   Revenues and profitability for each segment for the three months
   ended March 31, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>
                                Three Months Ended March 31
              ---------------------------------------------------------------
                                   (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..... $ 5,431 $ 5,153 $17,042 $13,731 $     - $     - $22,473 $18,884
   Income
    (loss)
    before
    income
    tax...... $   937 $   739 $   132 $  (595)$   123 $   113 $ 1,192 $   257
</TABLE>

7. The Registrant reports comprehensive income (loss) and its compo-
   nents in accordance with Statement of Financial Accounting Stan-
   dards No. 130, "Reporting Comprehensive Income."  Comprehensive
   income and its components, net of tax, are summarized below:
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                       ----------------------
                                                          3-31-00     3-1-99
                                                       ----------  ----------
   <S>                                                 <C>         <C>
   Net income......................................... $  822,000  $  167,000
   Unrealized gain on investment, net of tax..........     11,000           -
   Foreign currency translation
     adjustment, net of tax...........................     19,000           -
                                                       ----------  ----------
   Total comprehensive income......................... $  852,000  $  167,000
                                                       ==========  ==========
</TABLE>

                                   7

<PAGE>   8

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

The following is Management's discussion and analysis of the signify-
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
involve 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 March 31, 2000, were $22,473,000
versus sales of $18,884,000 for the three months ended March 31,
1999.  Industrial Equipment shipments increased by $3,311,000,
while Dairy Farm Equipment shipments improved by $278,000.  Within
the Industrial Equipment segment, shipment increases were recorded
for most product lines, with the most significant increase in ship-
ments attributable to Processing Equipment.  The Industrial Equipment
segment backlog was significantly higher at December 31, 1999, com-
pared to December 31, 1998, and this was the primary reason for the
improvement in shipments.  Dairy Farm Equipment shipments were
slightly higher for the first quarter of 2000 compared to the first
quarter of 1999; and the increase was also due to a higher backlog
at December 31, 1999, versus December 31, 1998.  Increased export
shipments of Dairy Farm Equipment were recorded, with the key coun-
tries being Canada, Japan, and Mexico, while domestic shipments were
flat.

The gross profit rate for the first quarter of 2000 was 24.6% com-
pared to 23.3% for the first quarter of 1999.  The improvement was
due to the above-mentioned increase in shipments, coupled with lower
manufacturing burden.  The increase in shipments was attributable to
the higher backlog of sales, which was 57% higher at December 31,
1999, versus December 31, 1998; and lower manufacturing burden ex-
pense was the result of a higher level of production activity that
was also driven by the higher backlog of sales.  Increased production
activity occurred in both the Dairy Farm Equipment segment and in
the Industrial Equipment segment.  Product lines with the most signi-
ficant increase in production activity in the Industrial Equipment
segment were Processing Equipment and Pure Water Equipment, and this
was totally related to the higher beginning backlog of sales.  Off-
setting the effect of the higher level of production and sales was
a $485,000 provision to increase the LIFO reserve, made during the
first quarter of 2000, due to the significant escalation in stain-
less steel prices.  No provision for LIFO was recorded in the first
quarter of 1999.

Selling, general, and administrative expenses were higher for the
quarter ended March 31, 2000, versus the same period of a year ago
due to higher personnel costs, legal and consulting fees, and a pro-
vision for bad debts.  As a percent of net sales, selling, general,
and administrative expenses were lower for the first quarter of 2000
compared to the first quarter of 1999.

                                   8

<PAGE>   9

Other income improved slightly for the three months ended March 31,
2000, over the three months ended March 31, 1999, due to an insurance
settlement, improved microbrewery/brewpub results, and improved truck-
ing results.  Lower interest income was due to a lower level of in-
vestable funds available during the first quarter of 2000 versus 1999.

The effective tax rate for the first quarter of 2000 varied from the
statutory tax rate (34%) primarily as a result of tax-exempt interest
and the lower effective tax rate of the Foreign Sales Corporation
(FSC).

As previously reported, the labor contract with the Sheet Metal
Workers Union (which covers a portion of the employees at the
Springfield, Missouri, plant) expired on June 11, 1994.  Extensive
negotiations 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 the largest number of employees
participating was approximately 185 during the fourth quarter of
1995.  A substantial number of employees returned to work during
1996; and currently, there are only 16 employees participating.
No action has been taken by the union to prevent nonstriking em-
ployees from working.  The Registrant implemented the provisions
of its revised and final offer effective April 1, 1996, which
remains open for the union's acceptance; and no further negotiations
are scheduled.

The union has filed unfair labor practice complaints against the
Registrant.  As a result, hearings were held in August 1996, November
1997, December 1998, and November 1999 before an administrative law
judge of the National Labor Relations Board (NLRB), and the decisions
of these hearings (except for one minor issue) have been appealed to
the NLRB.  A hearing before an administrative law judge on another
unfair labor practice complaint against the Registrant is currently
scheduled for October 2000.  A final determination of all charges
pending 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.

The Registrant currently employs about 860 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 750 employees assigned to the Springfield facility;
and at the Osceola facility, there are approximately 110 employees,
none of which 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
software systems, functioned properly.  A few minor problems were
encountered, but they were corrected immediately.  All noninforma-
tion technology systems and equipment within the Registrant's
facilities performed without problems.  To date, the Registrant has
not experienced any problem with either suppliers or customers.

Market risks relating to the Registrant's operations result primarily
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 exposure to
foreign-currency-denominated purchase transactions.  Forward con-
tracts generally have maturities of less than three months.  Foreign-
currency-denominated purchases were $356,000 and $791,000 for the
three months ended March 31, 2000 and 1999, respectively.  There
were no foreign-exchange forward contracts outstanding at March 31,
2000 and 1999.  However, there were foreign currencies held at March
31, 2000 and 1999, amounting to approximately $11,000 and $18,000,
respectively, for payment of foreign-denominated vendor invoices.
The Registrant's financial instruments that are exposed to interest
rate risks consist of available-for-sale investments that are

                                   9

<PAGE>   10

recorded at market value.  Available-for-sale investments are main-
tained in high-quality securities that consist of tax-exempt bonds
and a taxable bond fund.  Tax-exempt bonds generally have maturities
of from three to twelve months.  Unrealized holding gains and losses
were not material as of March 31, 2000 and 1999, and there were no
significant realized gains or losses during the periods.  The Regis-
trant does not use financial instruments for trading purposes.  The
risk of significant changes in stainless steel pricing for Indus-
trial Equipment segment projects that extend over several months
is managed by contracting for the stainless 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 of
all new customers and periodically reviews the financial condition
of existing customers.  For Industrial Equipment segment orders,
down payments 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 domestic milk price year-to-
date for 2000 is 22% below the average milk price for 1999; but feed
prices to date have remained very favorable, which has allowed dairy
farmers to invest in new equipment.  Stainless steel mills have an-
nounced two price increases for stainless steel coil so far this
year, and additional increases are anticipated.  Also, since October
1999, shipments of stainless steel have been subject to a surcharge
as the result of escalating prices for nickel, a key component used
in making stainless steel.  Higher stainless steel prices may ad-
versely affect order entry and the Registrant may be unable to fully
recoup the higher steel costs in sales to customers, both of which
would have an unfavorable effect on profitability.  Additionally, as
the Registrant's inventories are recorded on the last-in, first-out
(LIFO) method, continuing increases in stainless steel prices may
require additional provisions to increase the LIFO reserve.

The backlog of sales at March 31, 2000, was $37,399,000 compared
to $27,989,000 at March 31, 1999.  The March 31, 2000, backlog repre-
sents orders that will be completed and shipped over the next twelve
months.

FINANCIAL CONDITION

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

                                   10

<PAGE>   11

PART II - OTHER INFORMATION

Item 4.   Submission of matters to a vote of security holders.

          a. The annual meeting of shareholders of the Registrant was
             held on May 1, 2000.  At the meeting, the following
             matters were submitted to a vote of the shareholders:

             (1) Election of Directors  -

                 The following nominees for directors received the
                 number of votes opposite their respective names for
                 the two available Board of Director seats.  Paul
                 Mueller and Daniel C. Manna were nominated by the
                 Board of Directors of the Registrant.  The Regis-
                 trant uses cumulative voting, and the two nominees
                 receiving the most votes were elected.
<TABLE>
<CAPTION>
                            Name             For      Withheld
                      ----------------    ---------    ------
                      <S>                 <C>          <C>
                      Paul Mueller          611,213     5,769
                      Daniel C. Manna       609,213     5,769
                      Joseph N. Bacino      402,254    83,103
                                          ---------    ------
                          Totals          1,622,680    94,641
</TABLE>

                 Directors not up for election but continuing after
                 the annual meeting of shareholders were:
<TABLE>
                 <S>               <C>               <C>
                 Gerald A. Cook    Wm. B. Johnson    Wm. R. Patterson
                 Donald E. Golik   David T. Moore
</TABLE>

             (2) A proposal by the Sheet Metal Workers International
                 Association on behalf of its local affiliate, Sheet
                 Metal Workers Local 208, to amend the Bylaws and
                 Articles of Incorporation, stating that the Corpo-
                 ration shall not adopt or maintain a Shareholder
                 Rights Plan unless such Plan is first approved by
                 an affirmative vote of a majority of the common
                 shares outstanding.

                 The Registrant's Board of Directors recommended a
                 vote against the proposal, and it was defeated.
                 Votes cast were as follows:
<TABLE>
                              <S>              <C>
                              Votes for........338,325
                              Votes against....556,927
                              Abstain..........278,769
</TABLE>

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.............     13
</TABLE>

                                   11

<PAGE>   12

          b. Reports on Form 8-K -- There were no reports on Form 8-K
             filed for the three months ended March 31, 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:  May 7, 2000             /S/         DONALD E. GOLIK
       -----------             --------------------------------------
                               Donald E. Golik, Senior Vice President
                                     and Chief Financial Officer

                                  12