<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 Amendment No. 1

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the fiscal year ended: October 26, 2003
                                       OR

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

For the transition period from ____________ to ___________.

Commission file number: 0-25066

                               OWOSSO CORPORATION
             (Exact name of registrant as specified in its charter)

        Pennsylvania                                      23-2756709
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

            22543 Fisher Road, PO Box 6660, Watertown, New York 13601
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (315) 782-5910

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

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 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 [ ].




<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES [ ] NO [X].

The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant was approximately $744,000 as of April 27, 2003, which is based
upon the closing price on such date. As of July 9, 2003 the registrant's Common
Stock has traded on the OTC Bulletin Board.

As of February 26, 2004, 5,824,306 shares of the registrant's Common Stock, $.01
par value, were outstanding.

                                EXPLANATORY NOTE

                  In accordance with Instruction G(3) to Form 10-K, Owosso
Corporation (the "Company") is amending its Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 10, 2004 (the "10-K") to
provide information required to be disclosed in Items 10, 11, 12, 13 and 14 of
Part III and Item 15 of Part IV of Form 10-K. Items 10, 11, 12, 13 and 14 of
Part III and Item 15 of Part IV of the 10-K are being amended and restated in
their entirety in this Form 10-K/A. Except as described above, the Company has
not updated any of the other information included in the 10-K.











<PAGE>



                              TABLE OF CONTENTS



                                                                            Page
                                                                            ----

                                    PART III

Item 10. Directors and Executive Officers of the Registrant...................1

Item 11. Executive Compensation...............................................2

Item 12. Security Ownership of Certain Beneficial Owners and Management.......4

Item 13. Certain Relationships and Related Transactions.......................7

Item 14. Principal Accountant Fees and Services...............................7

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8 K......7


SIGNATURES...................................................................13



















                                      -i-
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The Directors and Executive Officers of the Company are:

Name                              Age           Position with Owosso
----                              ---           --------------------

Harry E. Hill                     55            Director
Harry Holiday                     47            Director
George B. Lemmon, Jr.             42            Chief Executive Officer,
                                                President and Chairman of the
                                                Board of Directors
Eugene P. Lynch                   42            Director
Lowell P. Huntsinger              71            Director

                  Harry E. Hill, 55, has served as a director of Owosso since
January 1995. Since 1991, Mr. Hill has served as President and Chief Executive
Officer of Empire Abrasive Equipment Company, which manufactures portable,
cabinet and automated pneumatic blasting equipment. Since 1984, Mr. Hill has
been Managing Partner of H.E. Hill and Company, which offers consulting services
to manufacturing and other companies. Since 1987, he has also been the President
and Chief Executive Officer of Delaware Car Company, which is engaged in the
railroad repair and equipment manufacturing business.

                  Harry Holiday, III, 47, is the Chief Operating Officer of
Thomson Street Capital Partners, a private equity firm based in St. Louis, a
position he has held since January 2002. From November 1996 to October 2001, Mr.
Holiday was Executive Vice President and Chief Operating Officer of Owosso
Corporation. Prior to this, Mr. Holiday was Vice President of Operations at two
subsidiaries of Emerson Electric Co.

                  George B. Lemmon, Jr., 42, became President of Owosso in May
1996, and has served as Chief Executive Officer of Owosso since August 1995 and
as a director of Owosso since March 1994. Mr. Lemmon has been acting as Owosso's
Principal Accounting Officer and Principal Financial Officer since February
2002. In April 2002, Mr. Lemmon was elected Chairman of Owosso's Board of
Directors. Mr. Lemmon was also Owosso's Secretary and Treasurer from March 1994
until June 1996. From January 1995 to August 1995, Mr. Lemmon served as
Executive Vice President - Corporate Development.

                  Eugene P. Lynch, 42, has served as a director of Owosso since
October 1994. Since 1990, Mr. Lynch has been a partner of The Clipper Group, and
he has been a Managing Director of the firm since October 1993. The Clipper
Group is a New York-based private investment management firm that was formed in
1990 to manage private equity investments on behalf of Credit Suisse First
Boston and other institutions.

                  Lowell P. Huntsinger, 71, has served as a director of Owosso
since November 1995. Mr. Huntsinger was the president of Stature Electric, Inc.
until it was acquired by Owosso in October 1995. Mr. Huntsinger was elected to
the Board of Directors by the owners of Owosso's Class A Convertible Preferred
Stock, which stock was issued in connection with the Stature acquisition. He is
currently retired.

Audit Committee Financial Expert

                  The Board of Directors has determined that the Company's Audit
Committee does not have an "audit committee financial expert" as that term is
defined in the Securities and Exchange Commission rules and regulations.
However, the Board of Directors believes that each of the members of the Audit



                                       -1-
<PAGE>

Committee has demonstrated that he is capable of analyzing and evaluating the
Company's financial statements and understanding internal controls and
procedures for financial reporting. As the Board of Directors believes that the
current members of the Audit Committee are qualified to carry out all of the
duties and responsibilities of the Company's Audit Committee, the Board does not
believe that it is necessary at this time to actively search for an outside
person to serve on the Board of Directors who would qualify as an audit
committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance

                  Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities
(collectively, "Reporting Persons"), to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Reporting
Persons are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.

                  To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations of
Reporting Persons that no other reports were required to be filed, during the
fiscal year ended October 26, 2003, Reporting Persons complied with all Section
16(a) filing requirements applicable to them.

Code of Ethics

                  The Board of Directors has adopted a Code of Business Conduct
and Ethics, which has been filed as an exhibit to this Form 10-K.

Item 11. Executive Compensation

Compensation of Directors

                  The Company pays non-employee directors an annual fee of
$8,000, plus $1,500 for each Board meeting and $400 for each committee meeting
attended by such director in person. The Company also reimburses the directors
for expenses incurred in connection with their activities as directors. For
fiscal year 2003, the Board unanimously agreed to take only one-half of the
annual directors fee, or $4,000.

                  The Company's 1994 Stock Option Plan provides for the
automatic grant of an option to purchase 10,000 shares of Common Stock to each
person (other than an employee of the Company) upon his initial election as a
director of the Company by the shareholders at a per share purchase price equal
to the closing sale price of the Common Stock on the date of grant. Each such
option vests, on a cumulative basis, as to one-fifth of the number of shares of
Common Stock underlying the option on each anniversary of the grant date
commencing on the first anniversary. The options expire, as to each vested
portion of the option, on the fifth anniversary of the vest date.

Cash and Non-Cash Compensation Paid To Certain Executive Officers

                  The following table sets forth, with respect to services
rendered during fiscal 2003, 2002 and 2001, the total compensation paid by the
Company to the Company's Chief Executive Officer (the "named executive
officer"), the Company's only executive officer. The Company has no written
employment agreement with the named executive officer. During the past three
fiscal years, the Company did not grant any options or issue any restricted
stock to the named executive officer.



                                       -2-
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                        Annual Compensation
                                             Salary        Bonus           All Other Compensation
Name and Principal Position     Year         ($)           ($)             ($)
----------------------------    ---------    ----------    ----------      ---------------------------
<S>                             <C>          <C>           <C>             <C>
George B. Lemmon, Jr.           2003         $ 188,948     $ 7,500         $  6,444(1)
   President and Chief          2002         $ 167,407     $ 100,000       $  6,540
   Executive Officer            2001         $ 195,983     $    --         $  111,829
</TABLE>
-----------------------------
(1) Represents premiums of $1,344 paid by the Company for group term life
insurance and a matching contribution by the Company of $5,100 under our 401(k)
savings plan.

Executive Salary Continuation Agreement

                  On October 1, 2001, Owosso entered into a two-year Executive
Salary Continuation Agreement with George B. Lemmon, Jr., Owosso's President and
Chief Executive Officer. The term of the Agreement but was subsequently extended
through February 28, 2004. The Agreement provides that after a termination of
employment at any time during a change of control period, the Agreement will
remain in effect until all of the obligations of the parties are satisfied or
have expired. In the event of the termination of employment of Mr. Lemmon during
the two year period following a change of control, Owosso will pay to Mr.
Lemmon, in a lump sum, an amount equal to eighteen months' base salary, the
aggregate fair market value of Owosso's common shares subject to all stock
options outstanding and unexercised as of the date of termination of employment,
whether vested or unvested, granted to Mr. Lemmon, over the aggregate exercise
price of all such stock options in respect of which the fair market value
exceeds the exercise price, as well as provide certain other benefits, including
eighteen months of medical, dental, life and disability benefits. If Mr.
Lemmon's employment is terminated other than during the two year period
following a change of control, Owosso will pay Mr. Lemmon's base salary for
twelve months thereafter as well as provide certain other benefits, including
out-placement services and twelve months of medical, dental, life and disability
benefits, as long as such termination was not for cause, which is defined as
willful misconduct or gross negligence which has had an adverse effect on
Owosso's business, operations, assets or properties so as to materially
adversely affect the financial condition of Owosso and its subsidiaries taken as
a whole.

Stock Options Granted to Certain Executive Officers During Last Fiscal Year

                  During fiscal year 2003, the Company did not grant any options
to purchase Common Stock to the named executive officer.

Option Exercises and Fiscal Year-End Option Values

                  No options granted by the Company were exercised by the named
executive officer during fiscal year 2003. The following table sets forth
certain information regarding options for the purchase of Common Stock that were
held by the named executive officer as of the end of fiscal year 2003.




                                       -3-
<PAGE>

<TABLE>
<CAPTION>
                                     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                                                FISCAL YEAR-END OPTION VALUES



                             Shares          Value          Number of Securities Underlying    Value of Unexercised In-the-
                             Acquired on     Realized       Unexercised Options at             Money
Name                         Exercise(#)     ($)            FY - End (#)                       Options at FY-End ($)
-------------------------    ------------    ----------     ------------    --------------     -----------    -------------
                                                            Exercisable     Unexercisable      Exercisable    Unexercisable
                                                            ------------    --------------     -----------    -------------
<S>                          <C>             <C>            <C>             <C>                <C>            <C>
George B. Lemmon, Jr.        --              --              126,800         20,200             0              0
</TABLE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

Voting Securities and Principal Holders Thereof

                  The following table sets forth information, as of February 26,
2004, with respect to the beneficial ownership of shares of Common Stock and
Class A Convertible Preferred Stock of the Company by each person who is known
to the Company to be the beneficial owner of more than five percent of either
class of stock, by each director or nominee for director, by the named executive
officer, and by all directors and executive officers as a group. Unless
otherwise indicated, each person listed has sole voting power and sole
investment power over the shares indicated.
<TABLE>
<CAPTION>
                                                                             Class A Convertible
                                                 Common Stock                Preferred Stock (2)
                                        ------------------------------- ------------------------------
                                                                           Amount
                                           Amount and                        and                       Percent
                                           Nature of      Percent of      Nature of     Percent of       of
                                           Beneficial        Class        Beneficial       Class        Voting
             Name (1)                      Ownership      Outstanding     Ownership     Outstanding      Power
--------------------------------------- ---------------- -------------- -------------- --------------- --------
<S>                                     <C>              <C>            <C>            <C>             <C>
Executive Officers and
Directors:

George B. Lemmon, Jr..................     2,455,015(3)          42.6%             --              --     35.6%

Harry E. Hill.........................        39,642(4)              *             --              --         *

Lowell P. Huntsinger..................         7,142(5)              *        518,433           48.4%      7.6%

Eugene P. Lynch.......................        24,142(6)              *             --              --         *

Harry Holiday, III....................        84,802                 *             --              --         *

All directors and executive officers
as a group (5 persons) ...............     2,610,743(7)          44.8%        518,433           48.4%     45.4%

Other Shareholders:

John R. Reese
c/o Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-6300...............       524,602(8)           9.0%             --              --      7.6%
</TABLE>





                                                       -4-
<PAGE>

<TABLE>
<S>                                         <C>                   <C>         <C>               <C>        <C>
Morris R. Felt
34348 NYS Route 12
Clayton, NY 13624.....................            --                 *        259,216           24.2%      3.8%

Randall V. James
11620 Court of Palms
Unit 204
Ft. Myers, FL 33908...................        16,090                 *        293,779           27.4%      4.5%

John F. Northway, Sr. Trust,
U/A/D July 23, 1984
1150 Cleveland Street
Clearwater, FL  33755.................       687,949 (9)         11.8%             --              --     10.0%

Innisfree Capital, L.L.C.
324 East 50th Street
New York, NY  10022...................       549,600(10)          9.4%             --              --      8.0%
</TABLE>
* Less than 1%

(1)           Unless otherwise indicated, the address of each person named in
              the table is: c/o Owosso Corporation, 22543 Fisher Road, P.O. Box
              6660, Watertown, New York 13601. In connection with the Agreement
              and Plan of Merger (the "Merger Agreement") dated as of February
              10, 2004 by and among the Company, Allied Motion Technologies,
              Inc. ("Allied Motion") and AMOT, Inc., the John F. Northway, Sr.
              Trust and each of Messrs. Lemmon, Reese, Huntsinger, Felt and
              James (collectively, the "Significant Shareholders") entered into
              voting agreements with Allied Motion pursuant to which each agreed
              to vote such person's shares of Owosso Common Stock or Owosso
              Preferred Stock, as applicable, in favor of the merger
              contemplated by the Merger Agreement (the "Merger"), and has
              granted an irrevocable proxy to vote such person's shares of
              Owosso Common Stock or Owosso Preferred Stock, as applicable, in
              favor of the Merger to certain representatives of Allied Motion.

(2)           Shares of Owosso Preferred Stock are entitled to one vote per
              share and vote with the Owosso Common Stock on all matters on
              which holders of Owosso Common Stock are entitled to vote. Each
              share of Owosso Preferred Stock is convertible into one share of
              Owosso Common Stock, subject to antidilution provisions.

(3)           Includes 130,800 shares of Owosso Common Stock purchasable upon
              the exercise of stock options and 2,090,671 shares of Owosso
              Common Stock held by a limited partnership of which a limited
              partnership controlled by Mr. Lemmon is the general partner.
              217,538 shares are held by Mr. Lemmon, Jr. jointly with his wife.

(4)           Includes 13,000 shares of Owosso Common Stock purchasable upon the
              exercise of stock options. 1,000 shares are held by Mr. Hill as
              custodian for his children.

(5)           Includes 15,000 shares of Owosso Common Stock purchasable upon the
              exercise of stock options.




                                       -5-
<PAGE>

(6)           Includes 11,000 shares of Owosso Common Stock purchasable upon the
              exercise of stock options. 5,000 shares are deemed to be
              beneficially owned by Mr. Lynch as a trustee of a trust under
              which the children of Mr. Lemmon Jr. are beneficiaries.

(7)           Includes 233,800 shares of Owosso Common Stock purchasable upon
              the exercise of stock options.

(8)           Includes 39,000 shares of Owosso Common Stock purchasable upon the
              exercise of stock options. 12,000 shares are deemed to be
              beneficially owned by Mr. Reese as trustee under a trust under
              which his family members are beneficiaries. 512,602 shares are
              held by Mr. Reese jointly with his wife. Also includes 1,500,000
              shares held by a limited partnership of which the family members
              of the late George Lemmon, Sr. are limited partners and of which
              the general partners are trusts of which Mr. Reese is the trustee
              and family members of Mr. Lemmon are beneficiaries.

(9)           All of these shares are held by the Northway Family Limited
              Partnership, of which John F. Northway, Sr. Trust is the General
              Partner. The Trustees of the John F. Northway, Sr. Trust are First
              National Trust Company of Florida and Martha Johnson. As
              Co-Trustees, First National Trust Company of Florida and Martha
              Johnson may be deemed to be beneficial owners.

(10)          Information with respect to beneficial ownership is based upon
              information furnished by the shareholder pursuant to Schedule
              13G/A filed with the SEC, dated February 21, 2003. Innisfree
              Capital L.L.C. reports shared voting power and shared dispositive
              power. The shares are owned directly by Innisfree Partners, L.P.,
              a Delaware limited partnership ("IP"). They are also beneficially
              owned by Innisfree Capital, L.L.C., a Delaware limited liability
              company ("IC"), which serves as the general partner and investment
              manager of IP, and by James B. Dinneen, Jr., who is the managing
              member of IC.

Summary of Equity Compensation Plans

                  The following table summarizes information about the Company's
equity compensation plans as of October 26, 2003. All outstanding awards relate
to the Company's Common Stock. For additional information about the Company's
equity compensation plans, see note 17 of Notes to Consolidated Financial
Statements under Item 8.
<TABLE>
<CAPTION>
                                                                                             Number of securities
                                              Number of                                       remaining available
                                          securities  to be                                   for future issuance
                                             issued upon            Weighted-average             under equity
                                             exercise of            exercise price of          compensation plans
                                             outstanding               outstanding           (excluding securities
                                          options, warrants        options, warrants         reflected in column
Plan category                                 and rights               and rights                      (a))
------------------------------------    ----------------------    ----------------------    --------------------------
                                                 (a)                      (b)                          (c)
<S>                                     <C>                       <C>                       <C>
Equity Compensation plans
approved by security holders........           229,000                    $5.38                      771,000


Equity compensation plans
not approved by security
holders.............................                 0                        0                            0
                                               -------                    -----                      -------
         Total .....................           229,000                    $5.38                      771,000
                                               =======                    =====                      =======
</TABLE>





                                       -6-
<PAGE>

Item 13. Certain Relationships and Related Transactions

                  Not applicable.

Item 14. Principal Accountant Fees and Services.

                  Not applicable. Disclosure requirement applicable only with
respect to fiscal years ending after December 15, 2003.

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1)   Financial Statements

         The financial statements listed in the accompanying Table of Contents
         to Consolidated Financial Statements are filed as part of this Form
         10-K, commencing on page F-1.

(a)(2)   Schedules

         The following consolidated financial statement schedule of the Company
         is filed as part of this Form 10-K:

         Schedule II - Valuation and Qualifying Accounts

(a)(3)   Exhibits

         The exhibits are listed in the index to Exhibits appearing below.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the last quarter of the
         Company's fiscal year.

(c)      Exhibits

Exhibit No.                            Description
--------------------------------------------------------------------------------
*2.1             Stock Purchase Agreement among Hathaway Motion Control
                 Corporation, Motor Products -- Owosso Corporation, Motor
                 Products -- Ohio Corporation, and Owosso Corporation, dated
                 July 8, 2002. (Exhibit 2.1 to the Company's Current Report on
                 Form 8-K dated July 30, 2002).

*2.2             Asset Purchase Agreement among Rex Dacus, Dacus Properties,
                 Inc., Astro Air Coils, Inc. and Snowmax Incorporated, dated
                 October 26, 2001 (Exhibit 2.1 to the Company's Current Report
                 on Form 8-K, dated October 26, 2001).

*2.3             Agreement and Plan of Merger, dated as of February 10, 2004, by
                 and among Owosso Corporation, Allied Motion Technologies, Inc.
                 and AMOT, Inc. (Exhibit 2.1 to the Company's Current Report on
                 Form 8-K, dated February 12, 2004)

*2.4             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 George B. Lemmon, Jr. (Exhibit 2.2 to the Company's Current
                 Report on Form 8-K, dated February 12, 2004)





                                       -7-
<PAGE>

*2.5             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 The John F. Northway, Sr. Trust. (Exhibit 2.3 to the Company's
                 Current Report on Form 8-K, dated February 12, 2004)

*2.6             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 Lowell Huntsinger. (Exhibit 2.4 to the Company's Current Report
                 on Form 8-K, dated February 12, 2004)

*2.7             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 Morris R. Felt. (Exhibit 2.5 to the Company's Current Report on
                 Form 8-K, dated February 12, 2004)

*2.8             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 Randall V. James. (Exhibit 2.6 to the Company's Current Report
                 on Form 8-K, dated February 12, 2004)

*2.9             Voting Agreement and Irrevocable Proxy, dated as of February
                 10, 2004, by and between Allied Motion Technologies, Inc. and
                 John Reese. (Exhibit 2.7 to the Company's Current Report on
                 Form 8-K, dated February 12, 2004)

*3.1             Articles of Incorporation of the Company (Exhibit 3.1 to the
                 Company's Form S-1 Registration Statement, No. 33-76964 (the
                 "1994 Registration Statement")).

*3.2             By-Laws of the Company, as amended June 5, 1997 (Exhibit 3.2 to
                 the Company's Quarterly Report on Form 10-Q for the quarter
                 ended July 27, 1997).

*3.3             Designations of the Class A Convertible Preferred Stock of
                 Owosso Corporation (Exhibit 4.1 to the Company's Current Report
                 on Form 8-K dated October 31, 1995 (the "October 31, 1995 Form
                 8-K")).

#*10.1           1994 Stock Option Plan (Exhibit 10.1 to the Company's Annual
                 Report on Form 10-K for the year ended October 30, 1994 (the
                 "1994 Form 10-K ")).

*10.2            Employment Agreement between Michael Koepke and Owosso Motor
                 Group, Inc., dated September 30, 1996 (Exhibit 10.2 to the
                 Company's Annual Report for the year ended October 27 2002).
                 *10.3 Lease, dated March 21, 1995, between Motor Products -
                 Ohio Corporation and William Berhard Realty Company (Exhibit
                 10.44 to the 1995 Form 10-K).

*10.4            Confidentiality and Non-Solicitation Agreement between the
                 Company and Eugene P. Lynch, dated October 31, 1994 (Exhibit
                 10.45 to the 1994 Form 10-K).

*10.5            Confidentiality and Non-Solicitation Agreement between the
                 Company and Ellen D. Harvey, dated October 31, 1994 (Exhibit
                 10.46 to the 1994 Form 10-K).





                                       -8-
<PAGE>

*10.6            Confidentiality and Non-Solicitation Agreement between the
                 Company and George B. Lemmon, Jr., dated October 31, 1994
                 (Exhibit 10.48 to the 1994 Form 10-K).

*10.7            Confidentiality and Non-Solicitation Agreement between the
                 Company and John R. Reese, dated October 31, 1994 (Exhibit
                 10.51 to the 1994 Form 10-K).

*10.8            Agreement and Plan of Merger dated October 25, 1995 by and
                 among Owosso Corporation, Stature Electric, Inc. and the
                 stockholders of Stature Electric, Inc. (Exhibit 2.1 to the
                 October 31, 1995 Form 8-K).

*10.9            Registration Rights Agreement dated October 31, 1995 by and
                 among Owosso Corporation, Lowell Huntsinger, Randall James and
                 Morris Felt (Exhibit 10.2 to the October 31, 1995 Form 8-K).

*10.10           Lease Agreement by and between Owosso Corporation and
                 Philadelphia Freedom Partners, L.P. dated September 6, 1996
                 (Exhibit 10.62 to the Company's Annual Report on Form 10-K for
                 the year ended October 27, 1996).

*10.11           Owosso Corporation 401(k) Savings Plan (Exhibit 10.2 to the
                 January 25, 1998 Form 10-Q).

#*10.12          1998 Long-Term Incentive Plan (Exhibit 4.1 to the Company's
                 Registration Statement on Form S-8 filed June 2, 1998,
                 Registration No. 333-55835).

*10.13           Amended and Restated Credit Agreement by and among Owosso
                 Corporation, its subsidiaries, NBD Bank, PNC Bank, N.A., and
                 NBD Bank, as Agent, dated as of January 22, 1999. (Exhibit 10.1
                 to the Company's Quarterly Report on Form 10-Q for the quarter
                 ended January 31, 1999).

*10.14           First Amendment to Amended and Restated Credit Agreement
                 (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                 for the quarter ended July 30, 2000).

*10.15           Stock Purchase and Redemption Agreement among Owosso
                 Corporation, MEPC, L.L.C., the Landover Company (d/b/a
                 "Dura-Bond Bearing Company"), Engine Power Components, Inc.,
                 and Melling Tool Co., effective as of October 29, 2000.
                 (Exhibit 10.2 to the Company's Current Report on Form 8-K,
                 dated January 24, 2001).

*10.16           Asset Purchase Agreement by and between M.H. Rhodes, Inc. and
                 Capewell Component Company, L.L.C., dated December 1, 2000
                 (Exhibit 10.35 to the Company's Annual Report on Form 10-K for
                 the year ended October 29, 2000).

*10.17           Stock Purchase Agreement between Sooner Investment
                 Manufacturing Company (purchaser) and Owosso Corporation
                 (seller), dated January 19, 2001 (Exhibit 10.1 to the Company's
                 Current Report on Form 8-K, dated January 24, 2001).





                                       -9-
<PAGE>

*10.18           Amendment Agreement by and among Owosso Corporation, its
                 subsidiaries, Bank One and PNC Bank, N.A., dated February 12,
                 2001 (Exhibit 10.37 to the Company's Annual Report on Form 10-K
                 for the year ended October 29, 2000).

*10.19           Executive Salary Continuation Agreement between Owosso
                 Corporation and John M. Morrash, dated August 27, 2001 (Exhibit
                 10.19 to the Company's Annual Report for the year ended October
                 27 2002).

*10.20           Seventh Amendment to Amended and Restated Credit Agreement by
                 and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective May 9, 2001 (Exhibit 10.1 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 July 29, 2001).

*10.21           Tenth Amendment to Amended and Restated Credit Agreement by and
                 among Owosso Corporation, its subsidiaries, Bank One and PNC
                 Bank, N.A., effective February 8, 2002 (Exhibit 10.21 to the
                 Company's Annual Report on Form 10-K for the year ended October
                 28, 2001).

*10.22           Eleventh Amendment to Amended and Restated Credit Agreement by
                 and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective May 16, 2002 (Exhibit 10.22 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 April 28, 2002).

*10.23           Twelfth Amendment to Amended and Restated Credit Agreement by
                 and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective July 8, 2002 (Exhibit 10.23 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 July 28, 2002).

*10.24           Thirteenth Amendment to Amended and Restated Credit Agreement
                 by and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective July 30, 2002 (Exhibit 10.24 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 July 28, 2002).

*10.25           Fourteenth Amendment to Amended and Restated Credit Agreement
                 by and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective September 30, 2002 (Exhibit 10.25 to
                 the Company's Annual Report for the year ended October 27
                 2002).

*10.26           Fifteenth Amendment to Amended and Restated Credit Agreement by
                 and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective October 27, 2002 (Exhibit 10.26 to
                 the Company's Annual Report for the year ended October 27
                 2002).

*10.27           Sixteenth Amendment to Amended and Restated Credit Agreement by
                 and among Owosso Corporation, its subsidiaries, Bank One and
                 PNC Bank, N.A., effective December 13, 2002 (Exhibit 10.27 to
                 the Company's Annual Report for the year ended October 27
                 2002).

#*10.28          Executive Salary Continuation Agreement between Owosso
                 Corporation and George B. Lemmon, Jr., dated October 1, 2001
                 (Exhibit 10.28 to the Company's Annual Report for the year
                 ended October 27 2002).






                                      -10-
<PAGE>

#*10.29          Executive Salary Continuation Agreement between Owosso
                 Corporation and Kirk E. Moore, dated August 27, 2001 (Exhibit
                 10.29 to the Company's Annual Report for the year ended October
                 27 2002).

#*10.30          Executive Salary Continuation Agreement between Owosso
                 Corporation and Harry Holiday III, dated August 24, 2001
                 (Exhibit 10.30 to the Company's Annual Report for the year
                 ended October 27 2002).

*10.31           Seventeenth Amendment to the Amended and Restated Credit
                 Agreement by and among Owosso Corporation, its subsidiaries,
                 Bank One and PNC Bank, N.A., effective March 31, 2003 (Exhibit
                 10.31 to the Company's Quarterly Report on Form 10-Q for the
                 quarter ended April 27, 2003).

*10.32           Eighteenth Amendment to the Amended and Restated Credit
                 Agreement by and among Owosso Corporation, its subsidiaries,
                 Bank One and PNC Bank, N.A., effective September 10, 2003
                 (Exhibit 10.32 to the Company's Quarterly Report on Form 10-Q
                 for the quarter ended July 27, 2003).

*10.33           Nineteenth Amendment to the Amended and Restated Credit
                 Agreement by and among Owosso Corporation, its subsidiaries,
                 Bank One and PNC Bank, N.A., effective December 19, 2003
                 (Incorporated by reference to the same numbered Exhibit to the
                 Annual Report on Form 10-K for fiscal year ended June 30, 2003
                 being amended hereby, which was filed with the Commission on
                 September 25, 2003 (Exhibit 10.33 to the Company's Annual
                 Report on Form 10-K for fiscal year ended October 26, 2003
                 being amended hereby, which was filed with the Commission on
                 February 10, 2004).

*10.34           Lease Surrender Agreement by and between Owosso Corporation and
                 Triad Realty Associates L.L.C. dated December 31, 2003 (Exhibit
                 10.34 to the Company's Annual Report on Form 10-K for fiscal
                 year ended October 26, 2003 being amended hereby, which was
                 filed with the Commission on February 10, 2004).

**11             Computation of per share earnings.

**14             Code of Ethics.

**21             Subsidiaries of the registrant.

**23             Consent of Deloitte & Touche LLP.

 31              Certification of Chief Executive Officer (principal executive
                 officer, principal financial officer and principal accounting
                 officer) pursuant to section 302 of the Sarbanes Oxley act of
                 2002.

32               Certification of Chief Executive Officer (principal executive
                 officer, principal financial officer and principal accounting
                 officer) pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes Oxley Act of 2002.





                                      -11-
<PAGE>


*                Incorporated by reference.

**               Previously filed.

#                Management contract or compensatory plan or arrangement.




                                      -12-
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                                 OWOSSO CORPORATION

Date: February 26, 2004                          By: /s/ George B. Lemmon, Jr.
                                                    ---------------------------
                                                    George B. Lemmon, Jr.,
                                                    President, Chief Executive
                                                    Officer and Chairman

















                                      -13-