<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



For the quarterly period ended: January 28, 2001 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




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 9, 2001, 5,874,345 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 28, 2001 and
                 January 30, 2000 (unaudited)

                 Condensed Consolidated Balance Sheets at                  4
                 January 28, 2001 (unaudited) and October 29, 2000

                 Condensed Consolidated Statements of Cash Flows           5
                 for the Three Months Ended January 28, 2001 and
                 January 30, 2000 (unaudited)

                 Notes to Condensed Consolidated Financial Statements      6
                 (unaudited)

     Item 2.     Management's Discussion and Analysis of                   13
                 Financial Condition and Results of Operations

     Item 3.     Quantitative and Qualitative Disclosures about
                 Market Risks                                              19


PART II - OTHER INFORMATION:

     Item 2.     Changes in Securities and Use of Proceeds                 20

     Item 5.     Other Information                                         20

     Item 6.     Exhibits and Reports on Form 8-K                          20






                                        2
<PAGE>




OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             Three-Months Ended
                                                                   ----------------------------------------
                                                                        January 28,           January 30,
                                                                           2001                  2000
<S>                                                                <C>                      <C>
Net sales                                                              $ 20,616,000          $ 28,710,000
Costs of products sold                                                   17,925,000            23,930,000
                                                                       ------------          ------------

Gross profit                                                              2,691,000             4,780,000

Selling, general and administrative expenses                              3,345,000             4,372,000
                                                                       ------------          ------------

Income (loss) from operations                                              (654,000)              408,000

Interest expense                                                          1,456,000             1,318,000

Other (income) expense                                                       (9,000)              (51,000)
                                                                       ------------          ------------

Loss from continuing operations before income taxes                      (2,101,000)             (859,000)

Income tax benefit                                                         (714,000)             (399,000)
                                                                       ------------          ------------

Loss from continuing operations                                          (1,387,000)             (460,000)

Income (loss) from discontinued operations, net of income tax
    expense (benefit) of ($144,000) and $163,000                           (434,000)              188,000
                                                                       ------------          ------------

Net loss before cumulative effect of change in
    accounting principle                                                 (1,821,000)             (272,000)

Cumulative effect of accounting change (net of tax of $34,000)              (67,000)                 --
                                                                       ------------          ------------

Net loss                                                                 (1,888,000)             (272,000)

Dividends and accretion on preferred stock                                 (326,000)             (278,000)
                                                                       ------------          ------------

Net loss available for common shareholders                             $ (2,214,000)         $   (550,000)
                                                                       ============          ============

Basic and diluted income (loss) per common share:
   Loss from continuing operations                                     $      (0.29)         $      (0.12)
   Income (loss) from discontinued operations                                 (0.08)                 0.03
   Cumulative effect of accounting change, net                                (0.01)                 --
                                                                       ------------          ------------

Net loss per share                                                     $      (0.38)         $      (0.09)
                                                                       ============          ============

Basic and diluted weighted average number of common
   shares outstanding                                                     5,850,000             5,830,000
                                                                       ============          ============
</TABLE>

See notes to consolidated financial statements.




                                        3
<PAGE>

OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    January 28,         October 29,
                                                                       2001                2000
ASSETS                                                              (UNAUDITED)         (SEE NOTE)
<S>                                                               <C>                  <C>
CURRENT ASSETS:
       Cash and cash equivalents                                   $   265,000         $   491,000
       Receivables, net                                             11,660,000          11,973,000
       Inventories, net                                              9,264,000           9,026,000
       Net assets held for sale                                      2,099,000           8,664,000
       Net assets of discontinued operations held for sale                --             9,449,000
       Prepaid expenses and other                                    4,509,000           1,243,000
       Deferred taxes                                                2,113,000           1,900,000
                                                                   -----------         -----------
           Total current assets                                     29,910,000          42,746,000

PROPERTY, PLANT AND EQUIPMENT, NET                                  21,508,000          22,058,000
GOODWILL, NET                                                       12,682,000          12,796,000
OTHER INTANGIBLE ASSETS, NET                                         6,775,000           6,982,000
OTHER ASSETS                                                         1,166,000           1,172,000
                                                                   -----------         -----------

      TOTAL ASSETS                                                 $72,041,000         $85,754,000
                                                                   ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
       Accounts payable - trade                                    $ 5,718,000         $ 7,386,000
       Accrued expenses                                              5,628,000           5,397,000
       Related party debt                                            1,000,000           1,000,000
       Current portion of long-term debt                            10,626,000          26,816,000
                                                                   -----------         -----------
           Total current liabilities                                22,972,000          40,599,000

LONG-TERM DEBT, LESS CURRENT PORTION                                27,893,000          22,463,000
POSTRETIREMENT BENEFITS AND OTHER LIABILITIES                        2,821,000           2,323,000
DEFERRED TAXES                                                       2,150,000           1,937,000
COMMITMENTS AND CONTINGENCIES (Note 7)
SHAREHOLDERS' EQUITY                                                16,205,000          18,432,000
                                                                   -----------         -----------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $72,041,000         $85,754,000
                                                                   ===========         ===========
</TABLE>


      Note:  The balance sheet of October 29, 2000 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 28,            January 30,
                                                                               2001                   2000
<S>                                                                      <C>                   <C>
OPERATING ACTIVITIES:
  Net loss                                                                $ (1,888,000)         $   (272,000)
  (Income) loss from discontinued operations                                   434,000              (188,000)
  Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
            Depreciation                                                     1,110,000             1,271,000
            Amortization                                                       413,000               444,000
            Other                                                              180,000                  --
           Changes in operating assets and liabilities which
                 provided (used) cash                                       (1,945,000)            2,033,000
                                                                          ------------          ------------
           Net cash provided by (used in) continuing operations             (1,696,000)            3,288,000
           Net cash used in discontinued operations                         (4,507,000)           (2,102,000)
                                                                          ------------          ------------
           Net cash provided by (used in) operating activities              (6,203,000)            1,186,000
                                                                          ------------          ------------

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                                  (552,000)             (466,000)
  Contingent consideration on acquisition                                      (90,000)             (237,000)
  Proceeds from the sale of businesses                                       5,996,000                  --
  (Increase) decrease in other assets                                           81,000               631,000
                                                                          ------------          ------------
           Net cash provided by (used in) continuing operations              5,435,000               (72,000)
           Net cash provided by (used in) discontinued operations           11,481,000              (164,000)
                                                                          ------------          ------------
           Net cash provided by (used in) investing activities              16,916,000              (236,000)
                                                                          ------------          ------------

FINANCING ACTIVITIES:
  Net borrowings from (payments on)  line of credit                        (10,400,000)              200,000
  Payments on long-term debt                                                  (360,000)             (414,000)
  Dividends paid                                                              (142,000)             (537,000)
  Other                                                                        (22,000)                3,000
                                                                          ------------          ------------
           Net cash used in continuing operations                          (10,924,000)             (748,000)
           Net cash used in discontinued operations                            (15,000)              (14,000)
                                                                          ------------          ------------
           Net cash used in financing activities                           (10,939,000)             (762,000)
                                                                          ------------          ------------

NET INCREASE (DECREASE) IN
          CASH AND CASH EQUIVALENTS                                           (226,000)              188,000

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 491,000               161,000
                                                                          ------------          ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $    265,000          $    349,000
                                                                          ============          ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                                         $  1,090,000          $  1,054,000
                                                                          ============          ============
    Taxes paid                                                            $    203,000          $    232,000
                                                                          ============          ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
     Dividends payable                                                    $    225,000          $       --
                                                                          ============          ============
</TABLE>

See notes to 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 three business segments: Motors, Coils, 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 Motors segment include
     commercial products and equipment, healthcare, recreation and
     non-automotive transportation. 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"). The Company sells its coils primarily throughout North
     America and also in Europe.

     The Company's Other segment includes Dura-Bond Bearing Company
     ("Dura-Bond") and Cramer Company (formerly known as M.H. Rhodes, Inc., and
     hereinafter referred to as "Cramer"). Dura-Bond, which manufactures
     replacement camshaft bearings, valve seats and shims for the automotive
     after-market, was sold November 2, 2000. Cramer manufactures timers and
     subfractional horsepower motors for use in commercial applications. The
     Company completed the sale of the assets associated with the timer and
     switch line of Cramer on December 4, 2000, and in connection with the sale,
     changed the name of the company from M.H. Rhodes, Inc. to Cramer Company.
     The Company intends to dispose of the remaining Cramer assets by the end of
     the year. Accordingly, the net assets of Dura-Bond and Cramer have been
     included in "Net Assets Held For Sale" in the condensed consolidated
     balance sheets.

     During the fourth quarter of fiscal 2000, the Company adopted a plan to
     dispose of Sooner Trailer Manufacturing Company ("Sooner Trailer"), which
     manufactures all-aluminum trailers, primarily horse and livestock trailers.
     Sooner Trailer had previously been included in the Agricultural Equipment
     segment (formerly known as the Trailers and Agricultural Equipment
     segment). The Company completed the sale of Sooner Trailer on January 24,
     2001. Accordingly, for financial statement purposes, the assets,
     liabilities, results of operations and cash flows of Sooner Trailer have
     been segregated from those of continuing operations and are presented in
     the Company's financial statements as discontinued operations. The net
     assets of Sooner Trailer have been included in "Net Assets of Discontinued
     Operations Held for Sale" in the October 29, 2000 condensed consolidated
     balance sheet.

     Financial Statements - The condensed consolidated balance sheet as of
     January 28, 2001 and the condensed consolidated statements of operations
     and cash flows for the three months ended January 28, 2001 and January 30,
     2000 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 28, 2001 and for all
     periods presented have been made. Certain information and footnote




                                        6

<PAGE>

     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 29, 2000 Annual Report on Form 10-K.

     Reclassifications - Certain reclassifications were made to the 2000
     condensed consolidated financial statements to conform to the 2001
     classifications.

     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 shareholders' equity. For the first quarter of 2001, total
     comprehensive income (loss) was ($1,834,000) and consisted of a net loss
     available for common shareholders of $1,821,000 and a $13,000 loss on
     foreign currency translation. For the first quarter of 2000, total
     comprehensive income (loss) was ($269,000), and consisted of a net loss
     available for common shareholders of $272,000, offset by income on foreign
     currency translation adjustment of $3,000.

     New Accounting Pronouncements - In June 1998, the Financial Accounting
     Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments
     and Hedging Activities" ("SFAS 133"). SFAS 133 was amended in June 2000 by
     SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
     Hedging Activities" ("SFAS No. 138"), which addressed a limited number of
     issues causing implementation difficulties. SFAS 133, as amended,
     establishes accounting and reporting standards for derivative instruments
     and for hedging activities. It requires that an entity recognize all
     derivative instruments as either assets or liabilities and measure them at
     fair value. The accounting for changes in fair value depends upon the
     purpose of the derivative instrument and whether it is designated and
     qualifies for hedge accounting. To the extent derivative instruments
     qualify and are designated as hedges of the variability in cash flows
     associated with forecasted transactions, the effective portion of the gain
     or loss on such derivative instruments will generally be reported in other
     comprehensive income and the ineffective portion, if any, will be reported
     in net income. Such amounts recorded in accumulated other comprehensive
     income will be reclassified into net income when the forecasted transaction
     affects earnings. To the extent derivative instruments qualify and are
     designated as hedges of changes in the fair value of an existing asset,
     liability or firm commitment, the gain or loss on the hedging instrument
     will be recognized currently in earnings along with changes in the fair
     value of the hedged asset, liability or firm commitment attributable to the
     hedged risk.

     The Company was required to adopt the provisions of SFAS 133 effective
     October 30, 2000. The Company's derivative instruments outstanding,
     variable-to-fixed interest rate swaps, do not qualify for hedge accounting
     under SFAS 133. The adoption of SFAS 133 required the Company to mark its
     interest rate swaps to market. The result was to record a net liability of
     $101,000 with an offsetting cumulative effect charge to accumulated other
     comprehensive income. This amount, net of tax of $34,000, is reflected in
     the condensed consolidated statement of operations as "Cumulative effect of
     accounting change". Such amount in accumulative other comprehensive income
     will be reclassified into earnings in the same periods during which the
     Company records interest expense on the debt associated with the interest
     rate swaps.

     In that the Company's derivative instruments outstanding do not meet the
     stringent requirements for hedge accounting under SFAS 133, future earnings
     could reflect greater volatility.


                                        7



<PAGE>

2.   LIQUIDITY AND FINANCING

     The Company's results of operations have declined significantly over the
     past two years, with the Company reporting a net loss for the year ended
     October 29, 2000. In addition, the Company was not in compliance with
     covenants under its revolving credit facility at October 29, 2000. In
     February 2001, the Company entered into an amendment to its revolving
     credit facility, 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 matures.
     As further disclosed under Note 6 "Long-term Debt", the amendment to the
     revolving credit facility also modified the interest rates charged,
     requires reductions in the outstanding balance during calendar 2001 and
     requires additional covenants to be met. 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, and its ability to generate sufficient cash flows to meet its
     obligations on a timely basis. Management's plans in regard to these
     matters are described in the following paragraph.

     Since the second half of fiscal 2000, management of the Company has taken a
     series of steps intended to stabilize and improve the operating results of
     the Company, including the completion of the sales of its Dura-Bond and
     Sooner Trailer subsidiaries and the sale of the timer and switch line at
     its Cramer subsidiary. In addition, management of the Company's Coils
     segment was replaced, cost reductions at the corporate office were
     implemented and reductions in fixed costs at the operating units were
     initiated, commensurate with reductions in sales volumes. Management
     believes that available cash and cash equivalents together with cash flows
     from operations, available borrowings under the Company's revolving credit
     facility and other sources of liquidity (including asset sales) will be
     sufficient to fund the Company's operating activities, investing activities
     and debt maturities for fiscal 2001. In addition, management believes that
     the Company will be in compliance with its debt covenant requirements
     throughout fiscal 2001. However, a substantial portion of its indebtedness,
     which will mature in February 2002, will require the Company to refinance
     the indebtedness at that time.

3.   DISCONTINUED OPERATIONS

     On January 24, 2001, the Company completed the sale of the stock of Sooner
     Trailer to the McCasland Investment Group and certain members of Sooner
     Trailer's management for cash of $11,500,000, subject to certain
     post-closing adjustments based on changes in working capital, plus the
     assumption of debt of approximately $670,000. In connection with the
     anticipated sale, the Company recognized a loss of $8,600,000 in the fourth
     quarter of 2000 to adjust the carrying value of Sooner Trailer's assets to
     their estimated fair value based on an expected sales price. No additional
     gain or loss was recorded upon completion of the sale.

     The Company has reported the results of Sooner Trailer as "Discontinued
     Operations" for all periods presented in the condensed consolidated
     financial statements. Revenues from Sooner Trailer were $6,118,000 and
     $9,169,000 for the first quarter of 2001 and 2000, respectively.





                                        8
<PAGE>


     For financial reporting purposes, the net assets attributable to Sooner
     have been classified in the October 29, 2000 condensed consolidated balance
     sheet as "Net Assets of Discontinued Operations Held for Sale" and consist
     of the following:

                                       October 29,
                                           2000

Current assets                         $ 9,812,000
Current liabilities                     (4,905,000)
                                       -----------

Net current assets                       4,907,000
Net fixed assets                         3,965,000
Other non-current assets                 1,180,000
Non-current liabilities                   (603,000)
                                       -----------

Total net assets held for sale         $ 9,449,000
                                       ===========


4.   NET ASSETS HELD FOR SALE

     Dura-Bond - On November 2, 2000, the Company completed the sale of the
     stock of Dura-Bond to a joint venture formed by Melling Tool Company of
     Jackson, Michigan and Engine Power Components, Inc. of Grand Haven,
     Michigan (the "Joint Venture"). The Joint Venture acquired the stock of
     Dura-Bond for approximately $5,000,000, the net assets of which included
     debt of approximately $5,000,000. Based upon the terms of the sale, the
     Company recorded, in the fourth quarter of fiscal 2000, a pre-tax charge of
     $1,200,000 to adjust the carrying value of Dura-Bond's assets to their
     estimated fair value, reflecting a reduction in goodwill. No additional
     gain or loss is expected to be recorded upon completion of the sale. Net
     sales attributable to Dura-Bond were $2,021,000 and income from operations
     before the allocation of corporate expenses was $330,000 for the first
     quarter of 2000.

     Cramer - On December 4, 2000, the Company completed the sale of the assets
     associated with the timer and switch line of Cramer to Capewell Components,
     LLC of South Windsor, Connecticut for cash of approximately $2,000,000,
     plus the assumption of approximately $400,000 in liabilities. In connection
     with the sale, the name of the company was changed from M.H. Rhodes, Inc.
     to Cramer Company. The Company anticipates the disposition of the remaining
     Cramer assets within the next twelve months. In connection with the sale of
     the timer and switch line and the anticipated sale of the remainder of the
     assets of Cramer, the Company recorded, in the fourth quarter of fiscal
     2000, a pre-tax charge of $1,600,000 to adjust the carrying value of
     Cramer's assets to their estimated fair value, based upon an estimated
     sales price of the assets.






                                        9
<PAGE>


     For financial reporting purposes, the assets and liabilities attributable
     to Dura-Bond and Rhodes have been classified in the condensed consolidated
     balance sheets as Net Assets Held for Sale and consist of the following:

                                        January 28,         October 29,
                                           2001                 2000

     Current assets                    $ 2,192,000          $ 7,571,000
     Current liabilities                  (728,000)          (1,423,000)
                                       -----------          -----------

     Net current assets                  1,464,000            6,148,000
     Net fixed assets                      930,000            5,923,000
     Other non-current assets               35,000            2,449,000
     Non-current liabilities              (330,000)          (5,856,000)
                                       -----------          -----------

     Total net assets held for sale    $ 2,099,000          $ 8,664,000
                                       ===========          ===========


5.   INVENTORIES


                                        January 28,         October 29,
                                           2001                2000

     Raw materials and purchased parts  $3,972,000         $3,711,000
     Work in process                     3,741,000          3,773,000
     Finished goods                      1,551,000          1,542,000
                                        ----------         ----------

     Total                              $9,264,000         $9,026,000
                                        ==========         ==========


6.   LONG-TERM DEBT

     On January 22, 1999, the Company entered into a new revolving credit
     facility with the Company's two primary banks, originally expiring in
     December 2002. At January 28, 2001, $30,700,000 was outstanding under this
     facility. The revolving credit facility includes 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 revolving credit facility, 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 matures. In addition to changing the maturity date from December
     2002 to February 15, 2002, the amendment reduced the total amount available
     for borrowings to $32.0 million. Borrowings under the facility that are
     In-Formula (as defined) will be charged interest at the Prime Rate plus
     1.5% (10.0% at January 28, 2001). Borrowings under the facility that are
     Out-of-Formula (as defined) will be charged interest at the Prime Rate plus
     2.0% (10.5% at January 28, 2001). Borrowings and letters of credit will be
     limited to a Borrowing Base, to consist of eligible accounts receivable and
     inventory. Borrowings that equal an amount up to and including the
     Borrowing Base, will be defined as In-Formula borrowings. Total borrowings
     less In-Formula borrowings, will be defined as Out-of-Formula borrowings.
     The amendment requires reductions in the available commitment of $1,000,000



                                       10

<PAGE>

     at June 30, 2001, $2,000,000 at September 30, 2001, and $3,000,000 at
     December 31, 2001. If the Company is unable to reduce its outstanding
     commitment on any of these dates, then for each missed reduction the
     otherwise-applicable interest rates for outstanding loans will increase by
     1% per annum, but failure to make the reductions will not constitute a
     default. As amended, the facility is secured by substantially all of the
     assets of the Company. The amendment also requires additional reporting
     requirements as well as the addition of a covenant requiring minimum
     operating profits. The amendment also requires the suspension of principal
     and interest payments on subordinated debt, with an aggregate outstanding
     balance of $1,521,000 at January 28, 2001. Furthermore, the amendment to
     the facility prohibits the payment of preferred or common stock dividends.

     Derivative Interest Rate Contracts - The Company has two interest rate swap
     agreements, each with a $7,500,000 notional amount, maturing in July 2002.
     The Company receives floating interest rate payments at the three month
     London Interbank Offered Rate (5.68% at January 28, 2001) in exchange for
     the payment of quarterly fixed interest rate payments of 7.0675% and 7.09%
     over the life of the agreements. In addition, the Company has an interest
     rate swap agreement with one of its banks with a notional amount of
     $5,150,000. The agreement requires the Company to make quarterly fixed
     payments on the notional amount at 4.22% through October 2003 in exchange
     for receiving payments at the BMA Municipal Swap Index (2.9% at January 28,
     2001). The Company entered into these interest rate swap agreements to
     change the fixed/variable interest rate mix of its debt portfolio to reduce
     the Company's aggregate risk to movements in interest rates. Such swap
     agreements do not meet the stringent requirements for hedge accounting
     under SFAS 133. Accordingly, changes in the fair value of such agreements
     are recorded in the Condensed Consolidated Financial Statements as a
     component of interest expense. The fair market value of such swap
     agreements decreased in the first quarter of 2001, resulting in a charge of
     $354,000.

7.   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.

     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. 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.

     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.




                                       11
<PAGE>


8.   SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                         January 28,          January 30,
                                                            2001                  2000
<S>                                                    <C>                   <C>
     Net sales:
     Motors                                            $ 13,058,000          $ 13,998,000
     Coils                                                6,494,000            10,479,000
     Other                                                1,064,000             4,233,000
                                                       ------------          ------------

           Total net sales                             $ 20,616,000          $ 28,710,000
                                                       ============          ============

     Income (loss) from operations:
     Motors                                            $  1,103,000          $  1,135,000
     Coils                                                 (453,000)              228,000
     Other                                                 (137,000)              394,000
     Corporate (1)                                       (1,167,000)           (1,349,000)
                                                       ------------          ------------

           Total income (loss) from operations         $   (654,000)         $    408,000
                                                       ============          ============
</TABLE>

(1) Includes unallocated corporate expenses, primarily salaries and benefits,
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 2000 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 2000 Annual Report on Form 10-K.






                                       12
<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 28, 2001 and the results of operations for the three months ended
January 28, 2001 and January 30, 2000. 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 designs, manufactures and distributes engineered component
products, specifically motors and heat exchange coils. The Company's results of
operations have declined significantly over the past two years, with the Company
reporting a net loss for the year ended October 29, 2000. In addition, the
Company was not in compliance with covenants under its revolving credit facility
at October 29, 2000. In February 2001, the Company entered into an amendment to
its revolving credit facility, 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 matures. As
further disclosed under Note 6 "Long-term Debt", the amendment to the revolving
credit facility also modified the interest rates charged, requires reductions in
the outstanding balance during calendar 2001 and requires additional covenants
to be met. 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, and its ability to generate sufficient
cash flows to meet its obligations on a timely basis. Management's plans in
regard to these matters are described in the following paragraph.

Since the second half of fiscal 2000, management of the Company has taken a
series of steps intended to stabilize and improve the operating results of the
Company, including the completion of the sales of its Dura-Bond and Sooner
Trailer subsidiaries and the sale of the timer and switch line at its Cramer
subsidiary (formerly known as M.H. Rhodes, Inc.). In addition, management of the
Company's Coils segment was replaced, cost reductions at the corporate office
were implemented and reductions in fixed costs at the operating units were
initiated, commensurate with reductions in sales volumes. Management believes
that available cash and cash equivalents together with cash flows from
operations, available borrowings under the Company's revolving credit facility
and other sources of liquidity (including asset sales) will be sufficient to
fund the Company's operating activities, investing activities and debt
maturities for fiscal 2001. In addition, management believes that the Company
will be in compliance with its debt covenant requirements throughout fiscal
2001. However, a substantial portion of its indebtedness, which will mature in
February 2002, will require the Company to refinance the indebtedness at that
time.

Sale of Businesses

Dura-Bond - On November 2, 2000, the Company completed the sale of the stock of
Dura-Bond to a joint venture formed by Melling Tool Company of Jackson, Michigan
and Engine Power Components, Inc. of Grand Haven, Michigan (the "Joint
Venture"). The Joint Venture acquired the stock of Dura-Bond for approximately
$5.0 million, the net assets of which included debt of approximately $5.0
million. Based upon the terms of the sale, the Company recorded, in the fourth
quarter of fiscal 2000, a pre-tax charge of $1.2 million to adjust the carrying
value of Dura-Bond's assets to their estimated realizable value. No additional
gain or loss is expected to be recorded upon completion of the sale. Proceeds
from the sale, net of transaction fees, were used to reduce the Company's
revolving credit facility.


                                       13
<PAGE>

Cramer - On December 4, 2000, the Company completed the sale of the assets
associated with the timer and switch line of Cramer to Capewell Components, LLC
of South Windsor, Connecticut for cash of $2.0 million, plus the assumption of
approximately $400,000 in liabilities. In connection with the sale of the
assets, the name of the company was changed from M.H. Rhodes, Inc. to Cramer
Company ("Cramer"). Proceeds from the sale were used to reduce the Company's
revolving credit facility and other long-term indebtedness. The Company
anticipates the disposition of the remaining assets of Cramer within the next
twelve months. In connection with the sale of the timer and switch line and the
anticipated sale of the remainder of the assets of Cramer, the Company recorded,
in the fourth quarter of fiscal 2000, a pre-tax charge of $1.6 million to adjust
the carrying value of Cramer's assets to their estimated realizable value, based
on the estimated sales price of the assets.

Sooner - On January 24, 2001, the Company completed the sale of the stock of
Sooner Trailer to the McCasland Investment Group and certain members of Sooner
Trailer's management for cash of $11.5 million, subject to certain post-closing
adjustments based on changes in working capital, plus the assumption of debt of
approximately $670,000. Based upon the terms of the sale, the Company recorded,
in the fourth quarter of 2000, a pretax charge of $8.6 million to adjust the
carrying value of Sooner Trailer's assets to their estimated fair value,
representing the write-down of goodwill. No additional gain or loss was recorded
upon completion of the sale. Proceeds from the sale were utilized to reduce the
Company's revolving credit facility.

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 28,  January 30,
                                                           2001         2000

Net sales                                                 100.0%       100.0%
Cost of products sold                                      86.9%        83.4%
                                                         ------------ ----------
Gross profit                                               13.1%        16.6%
Selling, general and administrative expenses               16.3%        15.2%
                                                         ------------ ----------
Income (loss) from operations                              -3.2%         1.4%
Interest expense                                            7.0%         4.6%
Other (income) expense                                      0.0%        -0.2%
                                                         ------------ ----------
Loss from continuing operations before income taxes       -10.2%        -3.4%
                                                         ============ ==========

Three months ended January 28, 2001 compared to three months ended January
30, 2000

Net sales. Net sales for the first quarter of 2001 decreased 28.2%, or $8.1
million, to $20.6 million, as compared to net sales of $28.7 million in the
prior year quarter. These results include the effect of disposing of Dura-Bond
in November 2000. Sales attributable to Dura-Bond were $2.0 million in the first
quarter of 2000.

Net sales from Motors decreased 6.7% to $13.1 million in 2001, from $14.0
million in 2000, as a result of lower demand from the recreational vehicle and
healthcare markets.

Net sales from Coils were $6.5 million in 2001, as compared to $10.5 million in
2000, a decrease of 38.0%. This decrease reflects the loss of a customer that
represented 17% of sales to the Coils segment in fiscal 2000. However,


                                       14

<PAGE>

in January 2001, management of the Company was notified that it would again be a
supplier to this customer. Management expects to regain most of the former
business of this customer. The decrease in net sales, as compared to the prior
year quarter is also a result of continuing weak demand from the heavy truck
market.

Net sales from the Company's Other segment were $1.1 million in 2001, as
compared to $4.2 million in 2000. Sales attributable to Dura-Bond, which was
sold November 2, 2000, were $2.0 million in the first quarter of 2000. Sales at
Cramer, the only remaining business in this segment, decreased $1.1 million,
reflecting the sale of the timer and switch line on December 4, 2000.

Income from operations. For the first quarter of 2001, the Company reported a
loss from operations of $654,000, as compared to income from operations of
$408,000 in the prior year first quarter.

Income from operations for the Motors segment was $408,000, or 8.4% of net
sales, in the first quarter of 2001, as compared to $1.3 million, or 9.0% 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,
partially offset by decreased selling, general and administrative costs.

The Coils segment reported a loss from operations of $453,000 for the first
quarter of 2001, as compared to income from operations of $317,000 in the prior
year quarter. This decrease reflects lower sales volume and the under-absorption
of overhead costs, despite a 21.0% reduction in selling, general and
administrative expenses.

The Company's Other segment reported a loss of $137,000 in the first quarter of
2001, as compared to income from operations of $394,000 in 2000. These results
include the effect of the sale of Dura-Bond, which had income from operations of
$330,000 in the first quarter of 2000. Income from operations for Cramer, the
only remaining business in this segment, decreased as a result of the sale of
the timer and switch line.

Unallocated corporate expenses included in selling, general and administrative
costs were $1.2 million in both 2001 and 2000.

Interest expense. Interest expense was $1.4 million in 2001, as compared to $1.3
million in 2000. The current year quarter includes a charge of $354,000,
resulting from a decrease in the fair market value of the Company's interest
rate swap agreements as a result of decreases in interest rates. This charge was
recorded in accordance with SFAS 133. Exclusive of this charge, interest expense
decreased, primarily as a result of lower interest rates.

Income tax expense (benefit). The Company recorded an income tax benefit at a
rate of 34.0% for 2001, as compared to a rate of 46.5 % for 2000.

Income (loss) from discontinued operations. For the first quarter of 2001, the
Company recorded a loss from discontinued operations, representing the
operations of Sooner Trailer, of $434,000 (net of a tax benefit of $144,000).
For the prior year quarter, income from discontinued operations was $188,000
(net of tax of $163,000). Revenues from discontinued operations were $6,118,000
for 2001, as compared to $9,169,000 for 2000.

Net income (loss) available for common shareholders. Net loss available for
common shareholders was $2.2 million, or $.38 per share, in the first quarter of
2001, as compared to a net loss of $550,000, or $.09 per share, in the prior
year quarter. Income (loss) available for common shareholders is calculated by
subtracting dividends on preferred stock of $225,000 and $188,000 for 2001 and
2000, respectively, and by deducting the non-cash accretion in book value of
preferred stock of $101,000 and $90,000 for 2001 and 2000, respectively.



                                       15
<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $491,000 at January 28, 2001. Working capital
increased to $6.9 million at January 28, 2001 from $2.1 million at October 30,
2000. Net cash used in operating activities was $6.2 million, as compared to net
cash provided by operating activities of $1.2 million in prior year quarter. The
decrease in cash from operations was principally the result of lower operating
results and changes in the level of current assets and current liabilities due
to timing.

Cash flows from investing activities included $6.0 million from the sales of
Dura-Bond and the Cramer timer and switch line. Investing activities also
included $557,000 for capital expenditures for equipment and $90,000 of
contingent consideration paid to the former owner of Astro Air and recorded as
goodwill. Net cash provided by investing activities of discontinued operations
includes $11.5 million received from the sale of Sooner Trailer. The Company
currently plans to invest approximately $3.1 million during the remainder of
fiscal 2001, primarily for new technologies and production efficiencies.
Management anticipates funding capital expenditures with cash from operations
and proceeds from the Company's revolving credit facility.

Net cash used in financing activities included net repayments of $10.4 million
under the Company's revolving credit agreement, debt repayments of $360,000, and
the payment of dividends of $142,000.

At January 28, 2001, $30.7 million was outstanding under the Company's revolving
credit facility. As a result of noncompliance with covenants contained in its
revolving credit facility at October 29, 2000, the Company, in February 2001,
entered into an amendment to its revolving credit facility, 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 matures. In addition to changing the maturity date from December
2002 to February 15, 2002, the amendment reduced the total amount available for
borrowings to $32.0 million. Borrowings under the facility that are In-Formula
(as defined) will be charged interest at the Prime Rate plus 1.5%. Borrowings
under the facility that are Out-of-Formula (as defined) will be charged interest
at the Prime Rate plus 2.0%. Borrowings and letters of credit will be limited to
a Borrowing Base, to consist of eligible accounts receivable and inventory.
Borrowings that equal an amount up to and including the Borrowing Base, will be
defined as In-Formula borrowings. Total borrowings less In-Formula borrowings,
will be defined as Out-of-Formula borrowings. The amendment requires reductions
in the available commitment of $1.0 million at June 30, 2001, $2.0 million at
September 30, 2001, and $3.0 million at December 31, 2001. If the Company is
unable to reduce its outstanding commitment on any of these dates, then for each
missed reduction the otherwise-applicable interest rates for outstanding loans
will increase by 1% per annum, but failure to make the reductions will not
constitute a default. The facility, as amended, is secured by substantially all
of the assets of the Company. The amendment requires additional reporting
requirements as well as the addition of a covenant requiring minimum operating
profits. The amendment also requires the suspension of principal and interest
payments on subordinated debt, with an aggregate outstanding balance of $1.5
million as of January 28, 2001. Furthermore, the amendment to the facility
prohibits the payment of preferred or common stock dividends. See discussion
under section titled "General".

The Company has interest rate swap agreements with its two banks with notional
amounts totaling $20.2 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. In that
the Company's interest rate swap agreements do not meet the stringent
requirements for hedge accounting under SFAS 133, future earning could reflect
greater volatility.




                                       16
<PAGE>

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 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, and its ability to generate
   sufficient cash flows to meet its obligations on a timely basis.

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.

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 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.

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  In that the Company's outstanding derivative instruments do not meet the
   stringent requirements for hedge accounting under SFAS 133, future earnings
   could reflect greater volatility.



                                       17
<PAGE>
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  The Company may, in the future, divest of product lines or business units.
   Any such divestiture may involve costs of disposition or loss on the
   disposition that could adversely affect the Company's operating results or
   financial condition.


                                       18
<PAGE>

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.

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 revolving credit facility, industrial revenue bonds
and term loans in effect at January 28, 2001. For interest rate swaps, the table
presents notional amounts and the related reference interest rates by year of
maturity. Fair values included herein have been determined based upon (1) rates
currently available to the Company for debt with similar terms and remaining
maturities, and (2) estimates obtained from dealers to settle interest rate swap
agreements. Note 6 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
                                2001      2002      2003      2004      2005  Thereafter  at Maturity    10/29/00
                                ----      ----      ----      ----      ----  ----------  -----------    --------
<S>                           <C>         <C>       <C>       <C>       <C>   <C>         <C>            <C>
Debt:
    Fixed rate                $2,326   $   411     $ 333     $ 260     $ 151      $  188      $ 3,669     $ 3,669
    Average interest rate        8.0%      8.0%      8.0%      8.0%      8.0%        8.0%
    Variable rate             $9,300   $22,000     $ 300     $ 600     $ 600      $3,050      $35,850     $35,850
    Average interest rate        8.5%      8.2%      4.4%      4.4%      4.4%        4.4%

Interest rate swap agreements:
    Variable to fixed swaps   $  -     $15,000     $5,150    $  -      $  -       $   -       $20,150     $  (455)
    Average pay rate                       7.1%       4.2%
    Average receive rate                   6.1%       4.0%
</TABLE>









                                       19
<PAGE>



Part II.          OTHER INFORMATION


Item 2.           Changes in Securities and Use of Proceeds

Effective for the second quarter of 2000, the Company modified certain covenants
included in its revolving credit facility. In connection with such
modifications, the Company was, and continues to be, prohibited from making
common stock dividend payments. Further modifications to the Company's revolving
credit facility in February 2001 resulted in the Company also being prohibited
from making future preferred stock dividend payments.

Item 5.           Other Information

Effective March 8, 2001, trading of the Company's shares moved from the Nasdaq
National Market to the Nasdaq SmallCap Market. Owosso's common stock will
continue trading under its current symbol - OWOS. As the market value of
Owosso's public float (i.e., shares held by nonaffiliates) has fallen below
$5,000,000, which is the minimum level required in order to remain on the Nasdaq
National Market, Owosso elected to apply for listing of its common stock on the
Nasdaq SmallCap Market in order to ensure the continuity of its Nasdaq listing
and to protect the interests of Owosso's shareholders.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

11                Computation of Per Share Earnings

(b)      Form 8-K

                The Company filed a report on Form 8-K, dated January 24, 2001,
                to report the disposition of its subsidiary, Sooner Trailer
                Manufacturing Company.

                The Company filed a report on Form 8-K, dated February 19, 2001,
                to report that the Company had submitted an application to list
                its common stock on the Nasdaq SmallCap Market.

                The Company filed a report on Form 8-K, dated March 7, 2001, to
                report that trading of its shares would be moved to the Nasdaq
                SmallCap Market effective March 8, 2001.
----------------------------
*        Incorporated by reference.







                                       20
<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 12, 2001                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



















                                       21