<PAGE>


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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


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



<TABLE>
<S>               <C>                                              <C>
For the quarterly period ended: January 30, 2000                   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)


The Triad Building, 2200 Renaissance Boulevard
         Suite 150, King of Prussia, PA                                         19406
        (Address of principal executive offices)                             (Zip Code)


              Registrant's telephone number, including area code: (610) 275-4500

</TABLE>



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 [ ]


As of March 10, 2000, 5,849,739 shares of the Registrant's Common Stock, $.01
par value, were outstanding.


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


<PAGE>

OWOSSO CORPORATION
TABLE OF CONTENTS
--------------------------------------------------------------------------------


                                                                            Page
PART I - FINANCIAL INFORMATION:


     Item 1.  Financial Statements

              Condensed Consolidated Statements of Operations                3
              for the Three Months Ended January 30, 2000 and
              January 31, 1999 (unaudited)

              Condensed Consolidated Balance Sheets at January 30,           4
              2000 (unaudited) and October 31, 1999

              Condensed Consolidated Statements of Cash Flows                5
              for the Three Months Ended January 30, 2000 and
              January 31, 1999 (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 Risks    15


PART II - OTHER INFORMATION:


     Item 6.  Exhibits and Reports on Form 8-K                               16


                                        2



<PAGE>

OWOSSO CORPORATION
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                           ------------------------------
                                                           January 30,        January 31,
                                                              2000               1999

<S>                                                        <C>                <C>
Net sales                                                  $37,879,000        $38,835,000

Cost of products sold                                       31,281,000         31,607,000
                                                           -----------        -----------

Gross profit                                                 6,598,000          7,228,000

Selling, general and administrative expenses                 5,821,000          6,248,000
                                                           -----------        -----------

Income from operations                                         777,000            980,000

Interest expense                                             1,332,000          1,296,000

Other income                                                    47,000             73,000
                                                           -----------        -----------

Loss before income taxes                                      (508,000)          (243,000)

Income tax benefit                                            (236,000)          (111,000)
                                                           -----------        -----------
Net loss                                                      (272,000)          (132,000)

Dividends and accretion on preferred stock                    (278,000)          (271,000)
                                                           -----------        -----------
Net loss available for common stockholders                 $  (550,000)       $  (403,000)
                                                           ===========        ===========

Basic and diluted loss per common share                    $     (0.09)       $     (0.07)
                                                           ===========        ===========

Weighted average number of common shares outstanding         5,830,000          5,816,000
                                                           ===========        ===========
</TABLE>









           See notes to condensed consolidated financial statements.


                                       3

<PAGE>

OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   January 30,       October 31,
                                                      2000              1999
ASSETS                                             (Unaudited)       (See Note)

<S>                                               <C>              <C>
CURRENT ASSETS:
       Cash and cash equivalents                  $    349,000     $    161,000
       Receivables, net                             18,642,000       19,999,000
       Inventories, net                             21,285,000       20,173,000
       Prepaid expenses and other                    1,656,000        1,101,000
       Deferred taxes                                1,220,000        1,220,000
                                                  ------------     ------------
            Total current assets                    43,152,000       42,654,000

PROPERTY, PLANT AND EQUIPMENT, NET                  35,049,000       35,900,000

GOODWILL, NET                                       26,930,000       27,057,000

OTHER INTANGIBLE ASSETS, NET                         7,699,000        7,893,000

OTHER ASSETS                                         2,685,000        3,186,000
                                                  ------------     ------------
TOTAL ASSETS                                      $115,515,000     $116,690,000
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts payable - trade                   $ 13,918,000     $ 13,169,000
       Accrued expenses                              7,687,000        8,695,000
       Current portion of related party debt         1,815,000        1,815,000
       Current portion of long-term debt             1,977,000        2,064,000
                                                  ------------     ------------

            Total current liabilities               25,397,000       25,743,000

LONG-TERM DEBT, LESS CURRENT PORTION                51,459,000       51,601,000

POSTRETIREMENT BENEFITS AND OTHER LIABILITIES        2,960,000        2,923,000

DEFERRED TAXES                                       2,522,000        2,439,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                                33,177,000       33,984,000
                                                  ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $115,515,000     $116,690,000
                                                  ============     ============
</TABLE>

Note: the balance sheet at October 31, 1999 has been condensed from the audited
financial statements at that date.

      See notes to condensed consolidated financial statements.



                                       4

<PAGE>

OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                -----------------------------
                                                                 January 30,       January 31,
                                                                    2000              1999
<S>                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                 $  (272,000)      $  (132,000)
       Adjustments to reconcile net loss to cash
            provided by (used in) operating activities:
            Depreciation                                          1,334,000         1,292,000
            Amortization                                            570,000           570,000
            Other                                                      --                --
            Changes in operating assets and liabilities            (432,000)       (1,384,000)
                                                                -----------       -----------

       Net cash provided by operating activities                  1,200,000           346,000
                                                                -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property, plant and equipment                  (630,000)       (2,313,000)
       Contingent consideration on acquisition                     (237,000)         (223,000)
       Other                                                        620,000             1,000
                                                                -----------       -----------

       Net cash used in investing activities                       (247,000)       (2,535,000)
                                                                -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings under revolving credit agreement              200,000         4,400,000
       Payments on long-term debt                                  (428,000)         (468,000)
       Payments on related party debt                                  --          (1,028,000)
       Dividends paid                                              (537,000)         (711,000)
                                                                -----------       -----------

       Net cash (used in) provided by financing activities         (765,000)        2,193,000
                                                                -----------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                           188,000             4,000

CASH AND CASH EQUIVALENTS, BEGINNING                                161,000           191,000
                                                                -----------       -----------

CASH AND CASH EQUIVALENTS, ENDING                               $   349,000       $   195,000
                                                                ===========       ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Interest paid                                            $ 1,054,000       $ 1,495,000
                                                                ===========       ===========
       Taxes paid                                               $   232,000       $    84,000
                                                                ===========       ===========
</TABLE>


            See notes to condensed consolidated financial statements.


                                       5

<PAGE>


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

1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company - The condensed consolidated financial statements represent
         the consolidated financial position, results of operations and cash
         flows of Owosso Corporation and its subsidiaries (the "Company"). The
         Company currently operates in four business segments: Motors, Coils,
         Trailers and Agricultural Equipment, and Other.

         The Motors segment, which includes Stature Electric, Inc. ("Stature"),
         Motor Products - Owosso Corporation ("Motor Products"), and Motor
         Products Ohio Corporation ("MP-Ohio"), manufactures fractional and
         integral horsepower motors. Significant markets for the Company's
         motors include commercial products and equipment, healthcare and
         recreation. The Company sells its motors primarily throughout North
         America and also in Europe.

         The Coils segment manufactures heat exchange coils primarily for
         non-automotive transportation, refrigeration and commercial and
         residential HVAC markets. The businesses included in this segment
         include Astro Air Coils, Inc. ("Astro Air"), Snowmax, Inc. ("Snowmax"),
         and Astro Air UK Ltd. ("Astro UK"), which began operations in March
         1999. The Company sells its coils primarily throughout North America
         and also in Europe.

         The Trailers and Agricultural Equipment segment includes Sooner Trailer
         Manufacturing Co. ("Sooner Trailer"), which manufactures all-aluminum
         trailers, primarily horse and livestock trailers. Sooner Trailer sells
         its trailers through a dealer network located throughout the United
         States and Canada. Also included in this segment through March 1999,
         the date of its sale, is Parker Industries ("Parker").

         The Company's Other segment includes Dura-Bond Bearing Company
         ("Dura-Bond"), and M.H. Rhodes, Inc. ("Rhodes"). Dura-Bond manufactures
         replacement camshaft bearings, valve seats and shims for the automotive
         after-market. Rhodes manufactures timers and subfractional horsepower
         motors for use in commercial applications.

         Financial Statements - The condensed consolidated balance sheet as of
         January 30, 2000 and the condensed consolidated statements of
         operations and cash flows for the three months ended January 30, 2000
         and January 31, 1999 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
         January 30, 2000 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 31, 1999
         Annual Report on Form 10-K.


                                       6


<PAGE>



         Fiscal Year - The Company's fiscal year includes 52 or 53 weeks ending
         on the last Sunday in October. Fiscal year 1999 consisted of 53 weeks.
         The first fiscal quarter of 1999 included 14 weeks, whereas the first
         quarter of 2000 included 13 weeks.

         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.

         Comprehensive income - The Company presents comprehensive income (loss)
         as a component of stockholders' equity. For the first quarter of 2000,
         total comprehensive income (loss) was ($547,000) and consisted of a net
         loss available for common stockholders of $550,000, offset by income on
         foreign currency translation adjustment of $3,000. The Company's
         comprehensive income for the first quarter of 1999 consisted solely of
         net loss.

         New Accounting Pronouncements - In June 1998, the Financial Accounting
         Standards Board (the "FASB") issued SFAS No. 133, Accounting for
         Derivative Instruments and Hedging Activities. This statement
         establishes accounting and reporting standards for derivative
         instruments and hedging activities. It requires that an entity
         recognize all derivatives as either assets or liabilities in the
         consolidated balance sheet and measure those instruments at fair value.
         This statement, as amended by SFAS No. 137, Accounting for Derivative
         Instruments and Hedging Activities - Deferral of the Effective Date of
         FASB Statement No. 133, is effective for all fiscal quarters of fiscal
         years beginning after June 15, 2000. The Company is in the process of
         analyzing the impact that SFAS No. 133 will have on its consolidated
         financial position and results of operations when such statement is
         adopted.


2.       INVENTORIES

                                                  January 30,       October 31,
                                                     2000              1999

         Raw materials and purchased parts       $ 10,349,000       $ 9,619,000
         Work in process                            3,785,000         4,076,000
         Finished goods                             7,151,000         6,478,000
                                                 ------------      ------------

         Total                                   $ 21,285,000      $ 20,173,000
                                                 ------------      ------------


3.       COMMITMENTS AND CONTINGENCIES

         The Company is subject to federal, state and local environmental
         regulations with respect to its operations. The Company believes that
         it is operating in substantial compliance with applicable environmental
         regulations. Manufacturing and other operations at the Company's
         various facilities may result, and may have resulted, in the discharge
         and release of hazardous substances and waste from time to time. The
         Company routinely responds to such incidents as deemed appropriate
         pursuant to applicable federal, state and local environmental
         regulations.


                                       7

<PAGE>


         The Company is a party to a consent decree with the State of
         Connecticut pursuant to which it has agreed to complete its
         environmental investigation of the site on which its Cramer facility
         was previously located and conduct any remedial measures which may be
         required. In the fourth quarter of fiscal 1999, the Company entered
         into a settlement agreement with the former operators of the site. In
         accordance with the terms of the agreement, the Company received
         $600,000 from the former operators, in return for a release from future
         obligations with respect to environmental matters related to the site.
         The $600,000 received, which is included in accrued expenses, will be
         used to complete the environmental investigation of the site and to
         conduct any remedial measures which may be required. Based upon the
         amounts recorded as liabilities, the Company does not believe that the
         ultimate resolution of this matter will have a material adverse effect
         on the consolidated financial results of the Company.

         The Company has been named as a potentially responsible party with
         respect to three hazardous substance disposal sites currently under
         remediation by the U.S. Environmental Protection Agency (the "EPA")
         under its "Superfund" program. With respect to all three sites, based
         on the minimal amount of waste alleged to have been contributed to the
         sites by the Company, the Company expects to resolve the matters
         through the payment of de minimis amounts.

         Sooner has arrangements with a number of financial institutions to
         provide floor plan financing for its dealers, which requires it to
         repurchase repossessed products from the financial institutions in the
         event of a default by the financed dealer. Its obligation is typically
         to repurchase the equipment at 90% of the purchase price for the first
         180 days, 80% for the next 90 days and 70% for the next 90 days, after
         which the obligation expires. In the event of a default by all of the
         financed dealers, the Company would be required to repurchase
         approximately $11,300,000 of product as of January 30, 2000. The
         Company does not believe that its obligation under these repurchase
         agreements will have a material adverse effect on the financial results
         of the Company. Sooner has not taken possession of any significant
         amount of equipment pursuant to the repurchase obligations in these
         contracts.

         In addition to the matters reported herein, the Company is involved in
         litigation dealing with numerous aspects of its business operations.
         The Company believes that settlement of such litigation will not have a
         material adverse effect on its consolidated financial position or
         results of operations.


                                       8

<PAGE>


   4.    SEGMENT INFORMATION

                                                        Three Months Ended
                                                   January 30,      January 31,
                                                      2000             1999
         Net sales:
         Motors                                   $ 13,998,000     $ 15,281,000
         Coils                                      10,479,000       11,026,000
         Trailers and Agricultural Equipment         9,169,000        7,978,000
         Other                                       4,233,000        4,550,000
                                                  ------------     ------------

                    Total net sales               $ 37,879,000     $ 38,835,000
                                                  ============     ============

         Income (loss) from operations:
         Motors                                    $ 1,266,000      $ 1,750,000
         Coils                                         317,000          942,000
         Trailers and Agricultural Equipment           369,000         (127,000)
         Other                                         394,000          (24,000)
         Corporate (1)                              (1,569,000)      (1,561,000)
                                                  ------------     ------------

                    Total income from operations  $    777,000     $    980,000
                                                  ============     ============

         (1) Includes unallocated corporate expenses, primarily executive,
         information technology, and other administrative expenses.


         The Company derives substantially all of its revenues from within the
         United States. Identifiable assets of the segments are not materially
         different from amounts disclosed in the Company's 1999 Annual Report on
         Form 10-K. Information about interest expense, other income and income
         taxes is not provided on a segment level. The accounting policies of
         the segments are the same as those described in the summary of
         significant accounting policies and in the Company's 1999 Annual Report
         on Form 10-K.

                                       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 January 30, 2000 and the results of operations for the
         three months ended January 30, 2000 and January 31, 1999. The fiscal
         2000 period included 13 weeks, whereas the fiscal 1999 period included
         14 weeks. 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.

         Results of Operations

         The following table sets forth for the periods indicated the percentage
         relationship that certain items in the Company's Condensed Consolidated
         Statements of Operations bear to net sales.

                                                          Three Months Ended
                                                       -------------------------
                                                       January 30,   January 31,
                                                          2000          1999

         Net sales                                       100.0%       100.0%
         Cost of products sold                            82.6%        81.4%
                                                         -----        -----
         Gross profit                                     17.4%        18.6%
         Selling, general and administrative expenses     15.4%        16.1%
                                                         -----        -----
         Income from operations                            2.0%         2.5%
         Interest expense                                  3.5%         3.3%
         Other income                                      0.2%         0.2%
                                                         -----        -----
         Loss before income taxes                         -1.3%        -0.6%
         Income tax benefit                               -0.6%        -0.3%
                                                         -----        -----
         Net loss                                         -0.7%        -0.3%
         Dividends and accretion on preferred stock        0.7%         0.7%
                                                         -----        -----
         Net loss available for common stockholders       -1.4%        -1.0%
                                                         =====        =====


         Three months ended January 30, 2000 compared to three months ended
         January 31, 1999

         Net sales. Net sales for the first quarter of 2000 decreased 2.5%, or
         $1.0 million, to $37.9 million, as compared to net sales of $38.8
         million in the prior year quarter. These results include the effects of
         the 14-week period in 1999 as compared to the 13-week period in the
         current quarter, and the effect of disposing of Parker in March 1999.
         Sales attributable to Parker were $606,000 in 1999.

         Net sales from Motors decreased 8.4% to $14.0 million in 2000, from
         $15.3 million in 1999 , as a result of the longer 14-week reporting
         period in 1999, as well as sales pressures, particularly from off-shore
         competitors, and a softening of the healthcare market.

         Net sales from Coils decreased 5.0% to $10.5 million in 2000 from $11.0
         million in 1999. This decrease is a result of the longer 14-week
         reporting period in 1999 and weakness in demand experienced in the
         beverage refrigeration and heavy truck markets.

                                       10
<PAGE>


         Net sales from the Trailers and Agricultural Equipment segment were
         $9.2 million in 2000, as compared to $8.0 million in 1999. Sales
         attributable to Parker were $606,000 in 1999. Sales at Sooner Trailer,
         the only remaining business in this segment, increased 24.3%, or $1.8
         million as a result of higher unit volume.

         Net sales from the Company's Other segment were $4.2 million in 2000,
         as compared to $4.6 million in 1999. This decrease was primarily a
         result of the longer 14-week reporting period in 1999.

         Gross profit. For 2000, gross profit was $6.6 million, or 17.4% of net
         sales, as compared to $7.2 million, or 18.6% of net sales in the prior
         year quarter.

         Gross profit from Motors decreased 10.8%, to $2.9 million, or 20.8% of
         net sales, as compared to $3.3 million, or 21.4% of net sales in 1999.
         These results reflect decreased sales volume and lower margins as a
         result of price pressures and changes in product mix.

         Gross profit from Coils was $1.0 million in 2000, or 9.9% of net sales,
         as compared to $1.6 million, or 14.3% of net sales in 1999. This
         decrease was primarily a result of operating inefficiencies,
         particularly at Snowmax, as well as lower sales volume to the beverage
         and heavy truck markets.

         In the Trailers and Agricultural Equipment segment, gross profit was
         $1.6 million, or 17.4% of net sales, as compared to $1.4 million, or
         17.5% of net sales, in the prior year quarter, primarily as a result of
         increased sales volume.

         Gross profit from the Company's Other segment was $1.2 million in 2000,
         as compared to $1.0 million in 1999. This increase was a result of
         improved profitability at Rhodes.

         Selling, general and administrative expenses. Selling, general and
         administrative expenses decreased to $5.8 million, or 15.4% of net
         sales, as compared to $6.2 million, or 16.1% of net sales in the prior
         year quarter. This decrease was primarily attributable to the effects
         of the sale of Parker and the longer 14-week reporting period in 1999.

         Selling, general and administrative expenses for Motors were $1.6
         million, or 11.8% of net sales, as compared to $1.5 million, or 9.9% of
         net sales in 1999. The increase in expense was primarily a result of
         increased bad debt expense.

         Selling, general and administrative expenses for Coils were $719,000,
         or 6.9% of net sales, as compared to $630,000, or 5.7% of net sales in
         1999. The increase in expense was primarily a result of costs
         associated with the consolidation of the Coil Group, as well as, costs
         attributable to the Company's coil facility in England, which began
         production in March 1999.

         In the Trailers and Agricultural Equipment segment, selling, general
         and administrative expenses were $1.2 million, or 13.4% of net sales,
         as compared to $1.5 million, or 19.1% of net sales, in the prior year
         quarter. This decrease reflects the sale of Parker.

         Selling, general and administrative expenses at the Company's Other
         segment were $826,000 in the current quarter, as compared to $1.0
         million in 1999.

         Unallocated corporate expenses included in selling, general and
         administrative expenses were $1.4 million, or 3.7% of net sales, as
         compared to $1.6 million, or 4.0% of net sales, in 1999. This decrease
         primarily reflects the 13-week accounting period in 2000, as compared
         to the 14-week period in 1999.

                                       11
<PAGE>


         Income from operations. For 2000, income from operations was $777,000,
         or 2.0% of net sales, as compared to $980,000, or 2.5% of net sales, in
         1999.

         Income from operations for the Motors segment was $1.3 million, or 9.0%
         of net sales, in the first quarter of 2000, as compared to $1.8
         million, or 11.5% of net sales, in the prior year quarter. These
         results reflect decreased sales volume and decreased margins caused by
         price pressures and changes in product mix.

         Income from operations for the Coils segment was $317,000, or 3.0% of
         net sales, as compared to $942,000, or 8.5% of net sales, in the prior
         year quarter. These results reflect decreased sales volume and lower
         margins.

         The Trailers and Agricultural Equipment segment had income from
         operations of $369,000 in 2000, as compared to a loss of $127,000 in
         the prior year quarter. This increase reflects the disposition of
         Parker which reported a net loss from operations in the prior year
         quarter and increased income from operations at Sooner Trailer.

         Income from operations for the Company's Other segment was $394,000 in
         2000, as compared to a loss of $23,000 in the prior year quarter,
         reflecting improved profitability at Rhodes.

         Interest expense. Interest expense was $1.3 million for the first
         quarters of both 2000 and 1999.

         Income tax expense (benefit). The Company's effective income tax rate
         was 46.5% for 2000, as compared to 45.7% in the prior year quarter.

         Net income (loss) available for common stockholders. Net loss available
         for common stockholders was $550,000, or $.09 per share, in the first
         quarter of 2000, as compared to a net loss of $403,000, or $.07 per
         share, in the prior year quarter. Income (loss) available for common
         stockholders is calculated by subtracting dividends on preferred stock
         of $188,000 for both 2000 and 1999 and by deducting the non-cash
         accretion in book value of preferred stock of $90,000 and $83,000 for
         2000 and 1999, respectively.

         Liquidity and Capital Resources

         Cash and cash equivalents were $349,000 at January 30, 2000. Working
         capital increased to $17.8 million at January 30, 2000 from $16.9
         million at October 31, 1999. Net cash provided by operating activities
         was $1.2 million, as compared to $346,000 in prior year quarter. The
         increase in cash from operations was principally the result of changes
         in the level of current assets and current liabilities due to timing.

         Net cash used in investing activities included $630,000 for capital
         expenditures for equipment, invested primarily in the Motors and Coils
         segments and $237,000 of contingent consideration paid to the former
         owner of Astro Air and recorded as goodwill. The Company currently
         plans to invest approximately $4.2 million during the remainder of
         fiscal 2000, primarily for added capacity and production efficiencies.
         Management anticipates funding capital expenditures with cash from
         operations and proceeds from the Company's revolving credit facility.
         Cash flows from investing activities also include approximately
         $500,000 received on notes obtained in connection with the sales of
         subsidiaries.

                                       12

<PAGE>


         Net cash provided by financing activities included net borrowings of
         $200,000 under the Company's $55.0 million revolving credit agreement,
         debt repayments of $428,000, and the payment of dividends of $537,000.

         The Company has interest rate swap agreements with its two banks with
         notional amounts totaling $20.8 million. The Company entered into these
         agreements to change the fixed/variable interest rate mix of its debt
         portfolio, in order to reduce the Company's aggregate risk from
         movements in interest rates.

         The Company believes anticipated funds to be generated from future
         operations and available credit facilities will be sufficient to meet
         anticipated operating and capital needs.

         "Year 2000" Costs

         The Company did not experience any business interruptions or any other
         significant issues related to the "Year 2000". The costs associated
         with bringing the Company's centralized manufacturing and accounting
         information system and other date-sensitive equipment into "Year 2000"
         compliance was not material. In addition, the Company is not aware of
         any "Year 2000" disruptions at any of its significant suppliers or
         large customers.


         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 well as other statements which are not historical
         fact, are "forward-looking statements" made pursuant to these
         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 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 aluminum, 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.

                                       13

<PAGE>


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

        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.

        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's facility in the United Kingdom subjects the Company
              to various risks, which may include currency risk, risk associated
              with compliance with foreign regulations, and political and
              economic risks.

        o     Acquisitions are an important part of the Company's growth
              strategy. Acquisitions may have a dilutive effect on the Company's
              earnings and could effect the Company's available credit and
              interest costs. Conversely, the Company may from time to time
              divest of product lines or business units. Any such divestiture
              may involve costs of disposition or loss on the disposition that
              could reduce the Company's results. In addition, acquisitions or
              dispositions could effect the Company's relative mix of operating
              results from engineered component products and specialized
              equipment, thereby effecting the seasonality and cyclicality of
              such operating results.

        o     Although the Company is not aware of any "Year 2000" disruptions
              at any significant supplier or customer, there can be no assurance
              that if a disruption did occur, it would not have a material
              adverse effect on the Company's operating results or financial
              condition.

                                       14

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         Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                           MARKET RISK

         The Company uses a revolving 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 London Interbank Offered Rate or
         the prime rate. The Company uses off-balance sheet interest rate swap
         agreements to partially hedge interest rate exposure associated with
         on-balance sheet financial instruments. All of the Company's derivative
         financial instrument transactions are entered into for non-trading
         purposes.

         The quantitative and qualitative disclosures about market risk as of
         January 30, 2000 did not differ materially from the information
         disclosed in the Company's Form 10-K for the fiscal year ended October
         31, 1999. The information set forth in the Form 10-K under Part I, Item
         7A - Quantitative and Qualitative Disclosures About Market Risk is
         incorporated herein by reference in response to this Item 3.














                                       15

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         Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

11       Computation of Per Share Earnings

27       Financial Data Schedule

*99.1    Part I, Item 7A - Quantitative and Qualitative Disclosures About Market
         Risk of the Company's Annual Report on Form 10-K for the year ended
         October 31, 1999.

(b)      Form 8-K

                  No reports on Form 8-K were filed during the quarter ended
January 30, 2000.


----------------------------
* Incorporated by reference.











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                                   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 10, 2000      By: /s/ George B. Lemmon, Jr.
                                          -------------------------
                                             George B. Lemmon, Jr.
                                             President, Chief Executive
                                             Officer, and Director



                                      By: /s/ John M. Morrash
                                          -------------------------
                                             John M. Morrash
                                             Executive Vice President - Finance,
                                             Chief Financial Officer, and
                                             Treasurer and Secretary