<PAGE>

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

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


                                    FORM 10-Q

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

For the quarterly period ended: February 01, 2004

                                       OR

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

For the quarterly 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, NY      13601
            (Address of principal executive offices)      (Zip Code)

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

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 [ ]

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

As of March 8, 2004, 5,824,306 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.

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


<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
TABLE OF CONTENTS
-------------------------------------------------------------------------------------------------------------------


                                                                                                Page
<S>                                                                                             <C>
PART I - FINANCIAL INFORMATION:


         Item 1.           Financial Statements

                           Condensed Consolidated Statements of Operations                       3
                           for the three months ended February 01, 2004 and
                           January 26, 2003 (unaudited)

                           Condensed Consolidated Balance Sheets at                              4
                           February 01, 2004 and October 26, 2003 (unaudited)

                           Condensed Consolidated Statements of Cash Flows                       5
                           for the three months ended February 01, 2004 and
                           January 26, 2003 (unaudited)

                           Notes to Condensed Consolidated Financial Statements                  6
                           (unaudited)

         Item 2.           Management's Discussion and Analysis of                               10
                           Financial Condition and Results of Operations

         Item 3.           Quantitative and Qualitative Disclosures about Market Risk            15

         Item 4.           Controls and Procedures                                               15

PART II - OTHER INFORMATION:

         Item 3.           Defaults Upon Senior Securities                                       16

         Item 6.           Exhibits and Reports on Form 8-K                                      16
</TABLE>




                                        2
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------------------------------------------------------------
                                                                                 Three Months Ended
                                                                          --------------------------------
                                                                          February 1,          January 26,
                                                                             2004                 2003
<S>                                                                       <C>                  <C>
Net sales                                                                 $ 4,522,000          $ 4,601,000
Costs of products sold                                                      3,703,000            3,755,000
                                                                          -----------          -----------

Gross profit                                                                  819,000              846,000

Selling, general and administrative expenses                                1,184,000              928,000
                                                                          -----------          -----------

Loss from operations                                                         (365,000)             (82,000)

Interest expense                                                              165,000              214,000
                                                                          -----------          -----------

Loss before income taxes                                                     (530,000)            (296,000)

Income tax benefit                                                           (128,000)             (62,000)
                                                                          -----------          -----------

Net loss                                                                     (402,000)            (234,000)

Dividends on preferred stock                                                  345,000              341,000
                                                                          -----------          -----------

Net loss available for common shareholders                                $  (747,000)         $  (575,000)
                                                                          ===========          ===========


Net loss per share                                                        $     (0.13)         $     (0.10)
                                                                          ===========          ===========

Basic and diluted weighted average number of common
   shares outstanding                                                       5,824,000            5,824,000
                                                                          ===========          ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------
                                                                                           February 1,        October 26,
                                                                                              2004               2003
<S>                                                                                        <C>               <C>
ASSETS
CURRENT ASSETS:
       Cash and cash equivalents                                                          $    258,000       $    309,000
       Restricted cash                                                                         401,000            400,000
       Receivables, net                                                                      2,121,000          2,323,000
       Inventories, net                                                                      1,974,000          1,745,000
       Net assets held for sale                                                                350,000            350,000
       Prepaid expenses and other                                                              237,000            251,000
       Deferred taxes                                                                          240,000            240,000
                                                                                          ------------       ------------
           Total current assets                                                              5,581,000          5,618,000

PROPERTY, PLANT AND EQUIPMENT, NET                                                           4,542,000          4,755,000
GOODWILL                                                                                     3,074,000          3,074,000
CUSTOMER LIST, NET                                                                           4,700,000          4,800,000
OTHER ASSETS                                                                                   130,000            133,000
                                                                                          ------------       ------------
      TOTAL ASSETS                                                                        $ 18,027,000       $ 18,380,000
                                                                                          ============       ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
       Accounts payable - trade                                                           $  1,885,000       $  1,918,000
       Accrued compensation and benefits                                                       564,000            504,000
       Accrued expenses                                                                      1,625,000          1,753,000
       Current portion of long-term debt                                                    11,161,000         10,968,000
                                                                                          ------------       ------------
           Total current liabilities                                                        15,235,000         15,143,000

LONG-TERM DEBT, LESS CURRENT PORTION                                                            85,000            128,000
COMMON STOCK PUT OPTION                                                                        600,000            600,000
DEFERRED TAXES                                                                               1,446,000          1,446,000
ACCRUED PREFERRED STOCK DIVIDENDS                                                            4,379,000          4,034,000
COMMITMENTS AND CONTINGENCIES (Note 14)
                                                                                          ------------       ------------
           Total liabilities                                                                21,745,000         21,351,000
                                                                                          ------------       ------------
SHAREHOLDERS' DEFICIT                                                                       (3,718,000)        (2,971,000)
                                                                                          ------------       ------------
      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                         $ 18,027,000       $ 18,380,000
                                                                                          ============       ============
</TABLE>


            See notes to condensed consolidated financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
----------------------------------------------------------------------------------------------

                                                                       Three Months Ended
                                                                  ----------------------------
                                                                  February 01,      January 26,
                                                                     2004              2003
<S>                                                               <C>               <C>
OPERATING ACTIVITIES:
  Net loss                                                        $ (402,000)       $ (234,000)

  Adjustments to reconcile net loss to
   net cash (used in) provided by operating activities:
       Depreciation                                                  242,000           269,000
       Amortization                                                  100,000           100,000
       Changes in operating assets and liabilities which
         (used) provided cash                                       (115,000)           12,000
                                                                  ----------        ----------
       Net cash (used in) provided by operating activities          (175,000)          147,000
                                                                  ----------        ----------

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                         (29,000)          (21,000)
  Decrease in other assets                                             3,000             6,000
                                                                  ----------        ----------
       Net cash used in investing activities                         (26,000)          (15,000)
                                                                  ----------        ----------

FINANCING ACTIVITIES:
  Net borrowings (payments) on line of credit                        150,000          (500,000)
  Payments on long-term debt                                               0           (62,000)
                                                                  ----------        ----------
       Net cash provided by (used in) financing activities           150,000          (562,000)
                                                                  ----------        ----------

NET DECREASE IN
       CASH AND CASH EQUIVALENTS                                     (51,000)         (430,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       309,000           524,000
                                                                  ----------        ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $  258,000        $   94,000
                                                                  ==========        ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                                   $  114,000        $  197,000
                                                                  ==========        ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
  Dividends payable                                               $  345,000        $  341,000
                                                                  ==========        ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                        5
<PAGE>


OWOSSO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1.   NATURE OF BUSINESS

     The Company - The consolidated financial statements represent the
     consolidated financial position, results of operations and cash flows of
     Owosso Corporation and its subsidiaries (the "Company").

     The Company has one operating subsidiary, Stature Electric, Inc.
     ("Stature"), representing the Company's historical Motors segment. Stature
     is a custom designer and manufacturer of motors and gear motors both AC and
     DC, established in 1974 in Watertown, New York. Significant markets for
     Stature, or the Motors segment, include commercial products and equipment,
     healthcare, recreation and non-automotive transportation. The products are
     sold throughout North America and in Europe, primarily to original
     equipment manufacturers who use them in their end products.

     Financial Statements - The condensed consolidated balance sheet as of
     February 01, 2004 and the condensed consolidated statements of operations
     and cash flows for the three months ended February 01, 2004 and January 26,
     2003 have been prepared by the Company, without audit. In the opinion of
     management, all adjustments (which include only normal recurring
     adjustments) considered necessary to present fairly the financial position,
     results of operations and cash flows as of February 01, 2004 and for all
     periods presented have been made. Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted. These financial statements should be read in
     conjunction with the consolidated financial statements and notes thereto
     included in the Company's October 26, 2003 Annual Report on Form 10-K.

     New Accounting Pronouncements - In January 2003, the Financial Accounting
     Standards Board (`FASB") issued Interpretation No. 46, "Consolidation of
     Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46").
     FIN 46 requires certain variable interest entities to be consolidated by
     the primary beneficiary of the entity if the equity investors in the entity
     do not have the characteristics of a controlling financial interest or do
     not have sufficient equity at risk for the entity to finance its activities
     without additional subordinated financial support from other parties. FIN
     46 is effective for the Company for the interim period ended April 30,
     2004, or earlier in certain instances. Such instances did not have a
     material effect on the Company's consolidated financial statements in
     fiscal 2003.

     In April 2003, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 149, "Amendment of Statement No. 133 on Derivative Instruments
     and Hedging Activities." SFAS No. 149 amends and clarifies financial
     accounting and reporting for derivative instruments and for hedging
     activities under SFAS No. 133, "Accounting for Derivative Instruments and
     Hedging Activities." This Statement clarifies under what circumstances a
     contract with an initial net investment meets the characteristic of a
     derivative discussed in SFAS No. 133, clarifies when a derivative contains
     a financing component, amends the definition of an underlying to conform it
     to language used in FIN 45 and amends certain other existing
     pronouncements. These changes are intended to result in more consistent
     reporting of contracts as either derivatives or hybrid instruments. The
     Statement is generally effective for contracts entered into or modified
     after, and for hedging relationships designated after, June 30, 2003. The
     Company's adoption of SFAS No. 149 did not have a material effect on its
     consolidated financial statements in fiscal 2003.





                                        6
<PAGE>


2.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been
     prepared assuming that the Company will continue as a going concern, which
     contemplates the realization of assets and the satisfaction of liabilities
     in the normal course of business. The Company has incurred losses from
     operations in each of the past four fiscal years and, as shown in the
     consolidated condensed financial statements, the Company incurred a net
     loss of $402,000 for the three months ended February 1, 2004. In addition,
     at February 1, 2004, the Company had a working capital deficiency since
     current liabilities exceeded its current assets by $9,654,000 and the
     Company had a stockholders' deficit of $3,718,000 at February 1, 2004. The
     Company is also out of compliance with covenants under its bank credit
     facility. The amount outstanding under the bank credit facility totaled
     $4,650,000 at February 1, 2004 which becomes due on March 31, 2004 (see
     note 4). These factors, among others, may indicate that the Company will be
     unable to continue as a going concern for a reasonable period of time. The
     condensed consolidated financial statements do not include any adjustments
     that might result from the outcome of this uncertainty.

     As disclosed in note 6, the Company has entered into a definitive purchase
     agreement to sell the Company. If the sale does not occur, then the Company
     intends to refinance the Company's bank credit facility prior to its
     maturity in March 2004. However, there can be no assurance that the
     Company's plans will be successfully executed.




















                                        7
<PAGE>

3.   INVENTORY

                                                  February 1,     October 26,
                                                      2004           2003

     Raw materials and purchased parts            $ 1,024,000     $   912,000
     Work in process                                  962,000         844,000
     Finished goods                                   236,000         192,000
                                                  -----------     -----------
        Total Inventory                             2,222,000       1,948,000
     Inventory Provision                              248,000         203,000
                                                  -----------     -----------
        Net Inventory                             $ 1,974,000     $ 1,745,000
                                                  ===========     ===========

4.   LONG-TERM DEBT

     On January 22, 1999, the Company entered into a new bank credit facility
     with the Company's two primary banks, originally expiring in December 2002.
     The agreement included financial and other covenants, including fixed
     charge, cash flow and net worth ratios and restrictions on certain asset
     sales, mergers and other significant transactions. The Company was not in
     compliance with such covenants at October 29, 2000. In February 2001, the
     Company entered into an amendment to its bank credit facility agreement,
     wherein the lenders agreed to forbear from exercising their rights and
     remedies under the facility in connection with such non-compliance until
     February 15, 2002, at which time the facility was to mature. The amendment
     to the bank credit facility, which was further amended in February 2001,
     called for reductions in the outstanding balance during calendar 2001 and
     modified the interest rates charged. The amendment required additional
     collateral, effectively all the assets of the Company, and reporting
     requirements, as well as the addition of a covenant requiring minimum
     operating profits. The amendment also required the suspension of principal
     and interest payments on subordinated debt, with an aggregate outstanding
     balance of $2.1 million as of October 28, 2001. Furthermore, the amendment
     to the facility prohibits the payment of preferred or common stock
     dividends and prohibited the purchase of the Company's stock. Beginning in
     August 2001, the Company was out of compliance with its minimum operating
     profit covenant. In February 2002, the Company entered into a further
     amendment to the facility, which extended the maturity date to December 31,
     2002. That amendment called for further reductions in the outstanding
     balance based on expected future asset sales, increases the interest rate
     charged and requires minimum EBITDA. In December 2002, the Company entered
     into a further amendment to the facility, which extends the maturity date
     to December 31, 2003. This amendment calls for further reductions in
     outstanding balance based on expected future asset sales and cash flow
     generated from operations and requires minimum EBITDA. In April 2003, the
     Company entered into a further amendment to the facility, which amended the
     financial covenant. In September 2003, the Company entered into a further
     amendment to the facility, which waived a mandatory paydown. In December
     2003, the Company entered into a further amendment to the facility, which
     extended the maturity date to March 31, 2004. Borrowings under the facility
     are charged interest at the Prime Rate plus 2.75% (6.75% at February 01,
     2004).

     At February 01, 2004, $4,650,000 was outstanding under the Company's bank
     credit facility and $202,000 was available for additional borrowing.






                                        8
<PAGE>

5.   EARNINGS (LOSS) PER SHARE

     Basic earnings per common share is computed by dividing net earnings (the
     numerator) by the weighted average number of common shares outstanding
     during each period (the denominator). The computation of diluted earnings
     per common share is similar to that of basic earnings per common share,
     except that the denominator is increased by the dilutive effect of stock
     options outstanding, computed using the treasury stock method, the dilutive
     effect of convertible preferred stock computed using the "if converted"
     method, and by the dilutive effect of the put option on common stock,
     computed using the reverse-treasury stock method. Due to the net loss for
     the periods presented, the effects of stock options and convertible
     preferred stock have been ignored for diluted loss per share because their
     effects would be antidilutive.

6.   POTENTIAL SALE OF COMPANY

     On February 10, 2004, the Company reached a definitive agreement with
     Allied Motion Control Technologies, Inc. ("Allied") for the acquisition by
     Allied of all the shares of the Company on the following terms: 0.068
     shares of common stock of Allied for each share of common stock of the
     Company, and a combination of 0.127 shares of Allied common stock, a
     warrant to purchase 0.28 shares of Allied common stock and cash of $0.9333
     for each share outstanding of the Company's Class A convertible preferred
     stock. Based on the Company's 5,824,306 common shares and 1,071,428
     preferred shares issued, the aggregate amount to common shareholders will
     be approximately $1.75 million, and the aggregate amount to preferred
     shareholders will be approximately $1.6 million. In addition, Allied has
     agreed to repay and assume up to $10.6 million of the Company's outstanding
     debt, and the Company's preferred shareholders may be entitled to Allied
     subordinated promissory notes with an aggregate principal amount of up to
     $500,000 based on the 2004 gross revenue of Stature. Accordingly, the
     transaction has an aggregate value of approximately $14.0 million,
     exclusive of any value attributable to the warrants and Allied notes. The
     board of directors of each company has approved the transaction. The
     consummation of the transaction is subject to the approval of the Company's
     shareholders and other customary conditions. The transaction is expected to
     be completed prior to July 1, 2004.

























                                        9
<PAGE>



     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

     The following discussion addresses the financial condition of the Company
     as of February 01, 2004 and the results of operations for the three months
     ended February 01, 2004 and January 26, 2003. This discussion should be
     read in conjunction with the financial statements included elsewhere herein
     and the Management's Discussion and Analysis and Financial Statement
     sections of the Company's Annual Report on Form 10-K to which the reader is
     directed for additional information.

     General

     Owosso Corporation (the "Company") was incorporated in Pennsylvania and
     organized as a holding company in 1994. The holding company structure
     separated the administrative and financing activities of the Company from
     the activities of its operating subsidiaries.

     As of July 30, 2002, the Company had one operating subsidiary, Stature
     Electric, Inc. ("Stature"), representing the Company's historical "Motors
     segment." Stature's component products are sold throughout North America
     and in Europe, primarily to original equipment manufacturers who use them
     in their end products.

     On February 10, 2004, the Company reached a definitive agreement with
     Allied Motion Control Technologies, Inc. ("Allied") for the acquisition by
     Allied of all the shares of the Company on the following terms: 0.068
     shares of common stock of Allied for each share of common stock of the
     Company, and a combination of 0.127 shares of Allied common stock, a
     warrant to purchase 0.28 shares of Allied common stock and cash of $0.9333
     for each share outstanding of the Company's Class A convertible preferred
     stock. Based on the Company's 5,824,306 common shares and 1,071,428
     preferred shares issued, the aggregate amount to common shareholders will
     be approximately $1.75 million, and the aggregate amount to preferred
     shareholders will be approximately $1.6 million. In addition, Allied has
     agreed to repay and assume up to $10.6 million of the Company's outstanding
     debt, and the Company's preferred shareholders may be entitled to Allied
     subordinated promissory notes with an aggregate principal amount of up to
     $500,000 based on the 2004 gross revenue of Stature. Accordingly, the
     transaction has an aggregate value of approximately $14.0 million,
     exclusive of any value attributable to the warrants and Allied notes. The
     board of directors of each company has approved the transaction. The
     consummation of the transaction is subject to the approval of the Company's
     shareholders and other customary conditions. The transaction is expected to
     be completed prior to July 1, 2004.

     In 1998, the Company formulated a long-term plan to concentrate on
     value-added components for industry. In connection with its implementation
     of that plan, the Company began a series of divestitures beginning with the
     sale of the four businesses comprising its former Agricultural Equipment
     segment. The sale of the last of those businesses was completed in January
     2001 with the divestiture of Sooner Trailer. During that time, however, the
     Company experienced a significant downturn in its operating results and at
     the end of fiscal 2000 was out of compliance with covenants under its bank
     credit facility.

     Throughout fiscal 2001, the Company remained out of compliance with
     financial covenants, including maintenance of minimum operating profit,
     under its bank credit facility. As a result, the Company and its lenders
     entered into a series of amendments to the facility during fiscal 2001,
     2002 and 2003, and in each case the Company's lenders agreed to forebear
     from exercising their rights and remedies under the facility. In order to
     meet the lenders' requirements for reduced outstanding balances and to
     secure the lenders' agreement to forebear, the Company engaged in a series






                                       10
<PAGE>

     of divestitures of its operating subsidiaries, concluding with the sale of
     its Motor Products subsidiaries, Motor Products Owosso Corporation and
     Motor Products Ohio Corporation in July of 2002. As disclosed under Note 4
     "Long-term Debt," the amendments to the bank credit facility modified the
     interest rates charged, called for reductions in the outstanding balance
     during calendar 2001, 2002, and 2003, added additional reporting
     requirements, suspended payments of principal and interest on subordinated
     debt, prohibited the payment of preferred or common dividends, prohibited
     the purchase of the Company's stock and added a covenant requiring the
     maintenance of minimum operating profit. In December 2003 (fiscal 2004),
     the Company entered into a further amendment to the facility, which
     extended the maturity date to March 31, 2004.

     During fiscal 2004, the Company intends to dispose of the real estate at
     the Company's former Snowmax Corporation subsidiary. An entity controlled
     by George B. Lemmon, Jr., the Company's President and CEO, has expressed
     interest in purchasing such real estate, however no binding agreement has
     been entered into and any such sale will be subject to the approval of the
     Company's audit committee. Based on current negotiations, the Company
     estimates proceeds of approximately $312,000 if successful in completing
     the sale.

     Management believes that, along with the sale of the real estate, available
     cash and cash equivalents, cash flows from operations and available
     borrowings under the Company's bank credit facility will be sufficient to
     fund the Company's operating activities, investing activities and debt
     maturities through March 2004. It is management's intent to refinance the
     Company's bank credit facility prior to its maturity in March 2004.
     However, there can be no assurance that management's plans will be
     successfully executed.

     Three months ended February 01, 2004 compared to three months ended January
     26, 2003

     Net sales. Net sales for the first quarter of 2004 decreased 1.7%, or
     $79,000, to $4,522,000, as compared to net sales of $4,601,000 in the prior
     year quarter. The current year quarter consisted of 14 weeks compared to 13
     weeks in the prior year quarter.

     Loss from operations. For the first quarter of 2004, the Company reported a
     loss from operations of $365,000 as compared to a loss from operations of
     $82,000 in the prior year first quarter. The results reflect an increase in
     selling, general and administrative expenses of $256,000 from the prior
     year quarter mostly due to the successful termination of the lease for the
     Corporate office resulting in a one time charge of $227,000.

     Interest expense. Interest expense was $165,000 in 2004 as compared to
     $214,000 in 2003. Interest expense decreased primarily as a result of lower
     interest rates and debt levels.

     Income tax expense (benefit). The Company recorded an income tax benefit of
     $128,000 in 2004 compared to $62,000 in the prior year quarter.

     Net loss available for common shareholders. Net loss available for common
     shareholders was $747,000, or $.13 per share, in the first quarter of 2004,
     as compared to a net loss of $575,000, or $.10 per share, in the prior year
     quarter. Loss available for common shareholders is calculated by
     subtracting dividends on preferred stock of $345,000 and $341,000 for 2004
     and 2003, respectively.





                                       11
<PAGE>

     Liquidity and Capital Resources

     Cash and cash equivalents were $258,000 at February 01, 2004. The Company
     had negative working capital of $9.7 million at February 01, 2004, as
     compared to negative working capital of $9.5 million at October 26, 2003.
     Net cash used in operating activities was $175,000, as compared to net cash
     provided by operating activities from of $147,000 in the prior year
     quarter.

     Cash flows used in investing activities included $29,000 for capital
     expenditures for equipment. The Company currently plans to invest
     approximately $200,000 during the remainder of fiscal 2004. Management
     anticipates funding capital expenditures with cash from operations and
     borrowings under the Company's revolving credit facility.

     Net cash provided by financing activities from continuing operations
     included net borrowings of $150,000 under the Company's revolving credit
     agreement.

     At February 01, 2004, $4,650,000 was outstanding under the Company's
     revolving credit facility. On January 22, 1999, the Company entered into a
     new bank credit facility with the Company's two primary banks, originally
     expiring in December 2002. The agreement included financial and other
     covenants, including fixed charge, cash flow and net worth ratios and
     restrictions on certain asset sales, mergers and other significant
     transactions. The Company was not in compliance with such covenants at
     October 29, 2000. In February 2001, the Company entered into an amendment
     to its bank credit facility agreement, wherein the lenders agreed to
     forbear from exercising their rights and remedies under the facility in
     connection with such non-compliance until February 15, 2002, at which time
     the facility was to mature. The amendment to the bank credit facility,
     which was further amended in February 2001, called for reductions in the
     outstanding balance during calendar 2001 and modified the interest rates
     charged. The amendment required additional collateral, effectively all the
     assets of the Company, and reporting requirements, as well as the addition
     of a covenant requiring minimum operating profits. The amendment also
     required the suspension of principal and interest payments on subordinated
     debt, with an aggregate outstanding balance of $2.1 million as of October
     28, 2001. Furthermore, the amendment to the facility prohibits the payment
     of preferred or common stock dividends and prohibited the purchase of the
     Company's stock. Beginning in August 2001, the Company was out of
     compliance with its minimum operating profit covenant. In February 2002,
     the Company entered into a further amendment to the facility, which
     extended the maturity date to December 31, 2002. That amendment called for
     further reductions in the outstanding balance based on expected future
     asset sales, increases the interest rate charged and requires minimum
     EBITDA. In December 2002, the Company entered into a further amendment to
     the facility, which extends the maturity date to December 31, 2003. This
     amendment calls for further reductions in outstanding balance based on
     expected future asset sales and cash flow generated from operations and
     requires minimum EBITDA. In April 2003, the Company entered into a further
     amendment to the facility, which amended the financial covenant. In
     September 2003, the Company entered into a further amendment to the
     facility, which waived a mandatory paydown. In December 2003, the Company
     entered into a further amendment to the facility, which extended the
     maturity date to March 31, 2004. Borrowings under the facility are charged
     interest at the Prime Rate plus 2.75% (6.75% at February 01, 2004).

     Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
     Private Securities Litigation Reform Act of 1995

     The following information is provided pursuant to the "Safe Harbor"
     provisions of the Private Securities Litigation Reform Act of 1995. Certain
     statements in Management's Discussion and Analysis of this Form 10-Q,
     including those which express "belief," "anticipation" or "expectation" as





                                       12
<PAGE>

     well as other statements which are not historical fact, are
     "forward-looking statements" made pursuant to the "Safe Harbor" provisions.
     Such statements are subject to certain risks and uncertainties which could
     cause actual results to differ materially from those projected. Readers are
     cautioned not to place undue reliance on these forward-looking statements,
     which speak only as of the date hereof. The Company undertakes no
     obligation to republish revised forward-looking statements to reflect
     events or circumstances after the date hereof or to reflect the occurrence
     of unanticipated events.

     The Company cautions readers that the following important factors, among
     others, have in the past affected and could in the future affect the
     Company's actual results of operations and cause the Company's actual
     results to differ materially from the results expressed in any
     forward-looking statements made by or on behalf of the Company:

     o   The Company's continued liquidity is dependent upon its ability to
         achieve levels of revenue necessary to support the Company's cost
         structure, its ability to maintain adequate financing, its ability to
         maintain compliance with debt covenants, and its ability to generate
         sufficient cash flows (including through the sale of assets held
         available for sale) to meets its obligations on a timely basis.

     o   In July 2003, the Company's common stock was delisted from the NASDAQ
         SmallCap Market and began trading on the NASD's Over-the-Counter
         Bulletin Board ("OTCBB"). As a result, the price of the Company's
         common stock may be subject to greater volatility and reduced
         liquidity. In addition, among other challenges, the Company may have
         difficulties in obtaining future financing.

     o   The Company's results have been and can be expected to continue to be
         affected by the general economic conditions in the United States and
         specific economic factors influencing the manufacturing sector of the
         economy. Lower demand for the Company's products can lower revenues as
         well as cause underutilization of the Company's plants, leading to
         reduced gross margins.

     o   Metal prices, particularly of copper and steel, can affect the
         Company's costs as well as demand for the Company's products and the
         value of inventory held at the end of a reporting period. Lack of
         availability of certain commodities could also disrupt the Company's
         production.

     o   Changes in demand that change product mix may reduce operating margins
         by shifting demand toward less profitable products.

     o   Loss of a substantial customer or customers may affect results of
         operations.

     o   The influence of foreign competition from low-cost areas of the world
         may affect results of operations.

     o   The Company's results have been and can be affected by engineering
         difficulties in designing new products or applications for existing
         products to meet the requirements of its customers.

     o   The Company's results can be affected by changes in manufacturing
         processes and techniques.

     o   Obsolescence or quality problems leading to returned goods in need of
         repair can affect the value of the Company's inventories and its
         profitability.






                                       13
<PAGE>

     o   The Company has a substantial amount of floating rate debt. Increases
         in short-term interest rates could be expected to increase the
         Company's interest expense.

     o   The Company has divested all but one of its operating businesses over
         the past four years. The Company remains responsible for certain third
         party liabilities in connection with these transactions, including
         product liabilities, environmental liabilities and taxes, and has
         obligations to indemnify the buyers against certain matters arising out
         of the transactions. Although the Company maintains general liability
         insurance coverage, including coverage for errors and omissions, there
         can be no assurance that such coverage will continue to be available on
         reasonable terms or will be available in sufficient amounts to cover
         one or more large claims, or that the insurer(s) will not disclaim
         coverage as to any future claim. The successful assertion of one or
         more large claims against the Company that are uninsured, exceed
         available insurance coverage or result in changes to the Company's
         insurance policies, including premium increases or the imposition of a
         large deductible or co-insurance requirements, could adversely affect
         the Company's business, results of operations and financial condition.























                                       14
<PAGE>



     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company uses a bank credit facility, industrial revenue bonds and term
     loans to finance a significant portion of its operations. These on-balance
     sheet financial instruments, to the extent they provide for variable rates
     of interest, expose the Company to interest rate risk resulting from
     changes in the prime rate.

     To the extent that the Company's financial instruments expose the Company
     to interest rate risk and market risk, they are presented in the table
     below. The table presents principal cash flows and related interest rates
     by year of maturity for the Company's bank credit facility, industrial
     revenue bonds and term loans in effect at February 1, 2004. Fair values
     included herein have been determined based upon rates currently available
     to the Company for debt with similar terms and remaining maturities. Note 4
     to the condensed consolidated financial statements should be read in
     conjunction with the table below (dollar amounts in thousands).
<TABLE>
<CAPTION>

                                                     Year of Maturity                                                Fair Value
                                  ------------------------------------------------------------------    Total Due            at
                                    2004       2005        2006       2007       2008     Thereafter   at Maturity     2/1/2004
                                  -------      -----       -----      -----      -----    ----------   -----------   ----------
<S>                               <C>          <C>         <C>        <C>        <C>      <C>         <C>            <C>
     Debt:
       Fixed rate                 $ 1,656      $ 216       $  93      $  81      $   -    $        -   $     2,046   $    2,046
       Average interest rate         9.0%       6.4%        5.0%       5.0%
       Variable rate              $ 5,250      $ 600       $ 600      $ 900      $ 900    $      950   $     9,200   $    9,200
       Average interest rate         6.1%       1.1%        1.1%       1.1%       1.1%          1.1%
</TABLE>

     ITEM 4.  CONTROLS AND PROCEDURES

     The Company carried out an evaluation, under the supervision and with the
     participation of our management, including our Chief Executive Officer (the
     principal executive officer, principal financial officer and principal
     accounting officer), of the effectiveness of the design and operation of
     our disclosure controls and procedures (as defined in Rules 13a-15(e) and
     15d-15(e) under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")) as of the end of period covered by this Quarterly Report
     on Form 10-Q (the "Evaluation Date"). Based on that evaluation, our Chief
     Executive Officer concluded that, as of the Evaluation Date, our disclosure
     controls and procedures are effective to ensure that information required
     to be disclosed by us in our Exchange Act reports was recorded, processed,
     summarized and reported within the applicable time periods. There have been
     no changes in internal controls over financial reporting identified in
     connection with the foregoing evaluation that occurred during the Company's
     last fiscal quarter that has materially affected, or is reasonably likely
     to materially affect, the Company's internal control over financial
     reporting.




                                       15
<PAGE>



Part II.      OTHER INFORMATION


Item 3.       Defaults Upon Senior Securities

(b) Since February 2001, the Company has been prohibited from making dividend
payments on its Class A Convertible Preferred Stock in connection with
modifications to its revolving credit facility. As of the date of the filing of
this report, accrued dividends on the Class A Convertible Preferred Stock total
$4,379,000.

Item 6.       Exhibits and Reports on Form 8-K

(a)   Exhibits

Exhibit No.   Description

11            Computation of Per Share Loss

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 (the principal executive
              officer, principal financial officer and principal account
              officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant
              to Section 906 of the Sarbanes Oxley Act of 2002.

(b)  Form 8-K

No reports on Form 8-K were filed during the quarter ended February 01, 2004.






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<PAGE>
                                   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 hereunto duly authorized.



                                             OWOSSO CORPORATION



         Date:    March 17, 2004             By: /s/ George B. Lemmon, Jr.
                                                 -------------------------
                                                 President and Chief Executive
                                                 Officer (principal executive
                                                 officer, principal financial
                                                 officer and principal
                                                 accounting officer) and
                                                 chairman





















                                       17
<PAGE>

                                  EXHIBIT INDEX


Exhibit No.   Description

11            Computation of Per Share Earnings

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 (the principal executive
              officer, principal financial officer and principal account
              officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant
              to Section 906 of the Sarbanes Oxley Act of 2002.






















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