<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 27, 2002 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 8, 2002, 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 27, 2002 and
                 January 28, 2001 (unaudited)

                 Condensed Consolidated Balance Sheets at                    4
                 January 27, 2002 (unaudited) and October 28, 2001

                 Condensed Consolidated Statements of Cash Flows             5
                 for the three months ended January 27, 2002 and
                 January 28, 2001 (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 Risk  18


PART II - OTHER INFORMATION:



     Item 6.     Exhibits and Reports on Form 8-K                            19






                                        2
<PAGE>

<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-----------------------------------------------------------------------------------------------------------
                                                                             Three-Months Ended
                                                                   ----------------------------------------
                                                                         January 27,          January 28,
                                                                            2002                 2001
<S>                                                                 <C>                    <C>
Net sales                                                                $ 8,993,000          $14,123,000
Costs of products sold                                                     7,938,000           11,546,000
                                                                         -----------          -----------
Gross profit                                                               1,055,000            2,577,000

Selling, general and administrative expenses                               2,110,000            2,778,000
                                                                         -----------          -----------
Loss from operations                                                      (1,055,000)            (201,000)

Interest expense                                                             500,000            1,448,000

Other (income) expense                                                                             (2,000)
                                                                         -----------          -----------
Loss from continuing operations before income taxes                       (1,555,000)          (1,647,000)

Income tax benefit                                                                               (516,000)
                                                                         -----------          -----------
Loss from continuing operations                                           (1,555,000)          (1,131,000)

Loss from discontinued operations, net of income tax
  benefit of $342,000                                                                            (690,000)
                                                                         -----------          -----------
Net loss before cumulative effect of change in
    accounting principle                                                  (1,555,000)          (1,821,000)

Cumulative effect of accounting change (net of tax of $34,000)                                    (67,000)
                                                                         -----------          -----------
Net loss                                                                  (1,555,000)          (1,888,000)

Dividends on preferred stock                                                (335,000)            (326,000)
                                                                         -----------          -----------
Net loss available for common shareholders                               $(1,890,000)         $(2,214,000)
                                                                         ===========          ===========
Basic and diluted loss per common share:
   Loss from continuing operations                                       $     (0.32)         $     (0.25)
   Loss from discontinued operations                                                                (0.12)
   Cumulative effect of accounting change, net                                                      (0.01)
                                                                         -----------          -----------
Net loss per share                                                       $     (0.32)         $     (0.38)
                                                                         ===========          ===========
Basic and diluted weighted average number of common
   shares outstanding                                                      5,874,000            5,850,000
                                                                         ===========          ===========
</TABLE>

See notes to condensed consolidated financial statements.






                                        3
<PAGE>

<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                                  January 27,          October 28,
                                                                                                    2002                  2001
ASSETS                                                                                            (UNAUDITED)           (SEE NOTE)
<S>                                                                                              <C>                    <C>
CURRENT ASSETS:
       Cash and cash equivalents                                                                  $   285,000          $   200,000
       Receivables, net                                                                             5,450,000            6,061,000
       Inventories, net                                                                             4,367,000            4,815,000
       Net assets held for sale (Note 4)                                                            1,070,000            1,181,000
       Net assets of discontinued operations held for sale (Note 3)                                 1,078,000            1,078,000
       Prepaid expenses and other                                                                     771,000            1,446,000
       Tax refund receivable                                                                                             1,696,000
       Deferred taxes                                                                               2,453,000            2,453,000
                                                                                                  -----------          -----------
           Total current assets                                                                    15,474,000           18,930,000

PROPERTY, PLANT AND EQUIPMENT, NET                                                                 11,250,000           11,874,000
GOODWILL, NET                                                                                       9,228,000            9,395,000
OTHER INTANGIBLE ASSETS, NET                                                                        5,517,000            5,614,000
OTHER ASSETS                                                                                          486,000              581,000
                                                                                                  -----------          -----------
      TOTAL ASSETS                                                                                $41,955,000          $46,394,000
                                                                                                  ===========          ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
       Accounts payable - trade                                                                   $ 2,786,000          $ 3,350,000
       Accrued expenses                                                                             5,270,000            6,139,000
       Related party debt                                                                                                  400,000
       Current portion of long-term debt                                                           23,319,000           23,684,000
                                                                                                  -----------          -----------
           Total current liabilities                                                               31,375,000           33,573,000

LONG-TERM DEBT, LESS CURRENT PORTION                                                                5,469,000            5,520,000
COMMON STOCK PUT OPTION                                                                               600,000              600,000
POSTRETIREMENT BENEFITS AND OTHER LIABILITIES                                                       3,232,000            3,532,000
DEFERRED TAXES                                                                                      2,766,000            2,766,000
COMMITMENTS AND CONTINGENCIES (Note 7)
SHAREHOLDERS' EQUITY (DEFICIENCY)                                                                  (1,487,000)             403,000
                                                                                                  -----------          -----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)                                     $41,955,000          $46,394,000
                                                                                                  ===========          ===========
</TABLE>

      Note:  The balance sheet of October 28, 2001 has been condensed from the
             audited financial statements at that date.

      See notes to condensed consolidated financial statements.






                                        4
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-----------------------------------------------------------------------------------------------------
                                                                          Three Months Ended
                                                                  -----------------------------------
                                                                    January 27,      January 28,
                                                                        2002            2001
<S>                                                                <C>              <C>
OPERATING ACTIVITIES:
  Net loss                                                         $(1,555,000)     $ (1,888,000)
  Loss from discontinued operations                                                      690,000
  Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
            Depreciation                                               662,000           685,000
            Amortization                                               267,000           267,000
            Other                                                     (107,000)          180,000
            Changes in operating assets and liabilities which
                 provided cash                                         900,000            81,000
                                                                   -----------      ------------
           Net cash provided by  continuing operations                 167,000            15,000
           Net cash used in discontinued operations                                   (6,307,000)
                                                                   -----------      ------------
           Net cash provided by (used in) operating activities         167,000        (6,292,000)
                                                                   -----------      ------------
INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                          (101,000)         (262,000)
  Proceeds from the sale of businesses                                                 5,996,000
  Decrease in other assets                                             835,000            80,000
                                                                   -----------      ------------
           Net cash provided by continuing operations                  734,000         5,814,000
           Net cash provided by discontinued operations                               11,191,000
                                                                   -----------      ------------
           Net cash provided by investing activities                   734,000        17,005,000
                                                                   -----------      ------------

FINANCING ACTIVITIES:
  Net payments on line of credit                                      (350,000)      (10,400,000)
  Payments on long-term debt                                           (66,000)         (309,000)
  Payments on related party debt                                      (400,000)
  Dividends paid                                                                        (142,000)
  Other                                                                                  (22,000)
                                                                   -----------      ------------
           Net cash used in continuing operations                     (816,000)      (10,873,000)
           Net cash used in discontinued operations                                      (66,000)
                                                                   -----------      ------------
           Net cash used in financing activities                      (816,000)      (10,939,000)
                                                                   -----------      ------------

NET INCREASE (DECREASE) IN
          CASH AND CASH EQUIVALENTS                                     85,000          (226,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         200,000           491,000
                                                                   -----------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $   285,000      $    265,000
                                                                   ===========      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                  $   820,000      $  1,090,000
                                                                   ===========      ============
    Taxes paid (refunded)                                          $(1,553,000)     $    203,000
                                                                   ===========      ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
     Dividends payable                                             $ 1,651,000      $    326,000
                                                                   ===========      ============
</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 only one business segment.

     The Company's Motors segment, includes Stature Electric, Inc. ("Stature"),
     Motor Products - Owosso Corporation ("Motor Products"), and Motor Products
     Ohio Corporation ("MP-Ohio"), and 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 Company's former Other segment consisted of Cramer Company ("Cramer").
     The Company completed the sale of the assets associated with the timer and
     switch line of Cramer on December 4, 2000. The Company disposed of
     substantially all of the remaining Cramer assets in a separate transaction
     completed on September 23, 2001. The company intends to dispose of the
     remaining Cramer asset by the end of the second quarter of 2002.
     Accordingly, the net asset has been included in the net assets held for
     sale in the January 27, 2002 condensed consolidated balance sheet.

     Discontinued operations included the operations of Sooner Trailer
     Manufacturing Company ("Sooner Trailer") and the former coils segment which
     consisted of Astro Air Coils, Inc. ("Astro Air"), Snowmax Incorporated
     ("Snowmax") and Astro Air UK, LTD. ("Astro UK"). The Company completed the
     sale of Sooner Trailer in January 2001. Astro UK was sold on May 9, 2001.
     Astro Air and Snowmax were sold on October 26, 2001.

     Financial Statements - The condensed consolidated balance sheet as of
     January 27, 2002 and the condensed consolidated statements of operations
     and cash flows for the three months ended January 27, 2002 and January 28,
     2001 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 27, 2002 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 28, 2001 Annual Report on Form 10-K.

     Reclassifications - Certain reclassifications were made to the 2001
     condensed consolidated financial statements to conform to the 2002
     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, and by the dilutive effect of the put option on
     common stock, computed using the reverse-treasury stock method.






                                        6
<PAGE>

     Comprehensive loss - The Company presents accumulated other comprehensive
     loss as a component of shareholders' equity. For the first quarter of 2002,
     total comprehensive loss consisted solely of net loss.

     For the first quarter of 2001, total comprehensive loss was $1,901,000 and
     consisted of a net loss of $1,888,000 and a $13,000 loss on foreign
     currency translation.

     New Accounting Pronouncements - In July 2001, the Financial Accounting
     Standards Board issued SFAS No. 141 "Business Combinations" (SFAS No. 141")
     and SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142").
     SFAS No. 141 requires business combinations initiated after June 30, 2001
     to be accounted for using the purchase method of accounting, and broadens
     the criteria for recording intangible assets separate from goodwill.
     Recorded goodwill and intangibles will be evaluated against this new
     criteria and may result in certain intangibles being reclassified as
     goodwill, or alternatively, amounts initially recorded as goodwill may be
     separately identified and recognized apart from goodwill. SFAS No. 142
     requires the use of a nonamortization approach to account for purchased
     goodwill and certain intangibles. Under a nonamortization approach,
     goodwill and certain intangibles will not be amortized into results of
     operations but, instead, would be reviewed for impairment and written down
     and charged to results of operations only in the periods in which the
     recorded value of goodwill and certain intangibles is more than its fair
     value. The provisions of each statement which apply to goodwill and
     intangible assets acquired prior to June 30, 2001 are required to be
     adopted for the fiscal years beginning after December 15, 2001. The Company
     has not yet completed its analysis of the effects of adopting these
     statements on its consolidated financial position or results of operations.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
     144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
     ("SFAS No. 144"). SFAS No. 144, which addresses financial accounting and
     reporting for the impairment of long-lived assets and for long-lived assets
     to be disposed of, supercedes SFAS No. 121 and is effective for fiscal
     years beginning after December 15, 2002. The Company has not yet completed
     its analysis of the effects of adopting the statement on its consolidated
     financial position or results of operations.

2.   LIQUIDITY AND FINANCING

     The Company has experienced a significant downturn in its operating results
     over the past two years and has been unable to remain in compliance with
     its debt covenants under its revolving credit facility. In February 2001,
     the Company entered into an amendment to it revolving credit facility
     agreement, wherein the lenders agreed to forbear from exercising their
     rights and remedies under the facility in connection with such
     non-compliance until February 15, 2002, at which time the facility was to
     mature. As further disclosed in Note 6 "Long Term Debt", in February 2002,
     the Company entered into a further amendment to the facility, which extends
     the maturity date to December 31, 2002. The amendment calls for further
     reductions in the outstanding balance based on expected future asset sales
     and increases the interest rate charged. The accompanying condensed
     consolidated financial statements have been prepared on a going concern
     basis of accounting and do not reflect any adjustments that might result if
     the Company is unable to continue as a going concern. The Company's
     recurring losses from operations, working capital deficiencies, default
     under its debt agreements and inability to comply with debt covenants raise
     substantial doubt about its ability to continue as a going concern.





                                        7
<PAGE>

     Management of the Company has taken a series of steps intended to stabilize
     and improve the operating results including the implementation of cost and
     personnel reductions at the corporate office throughout fiscal 2001 and
     reductions in fixed costs of the remaining operating units, commensurate
     with reductions in sales volumes. In October 2001, the Company's corporate
     personnel were reduced from nine individuals to four and the Company's
     president and chief executive officer agreed to a 20% reduction in salary.
     Effective February 15, 2002, the corporate function was merged and absorbed
     by Stature Electric, Inc. which resulted in the elimination of the
     corporate office and associated staff. The elimination of the corporate
     office is expected to save $3.5 million during fiscal 2002 compared to
     fiscal 2001. In order to reduce its obligation under its revolving credit
     facility, the Company completed the sale of Dura-Bond Bearing Company
     ("Dura-Bond") and Sooner Trailer Manufacturing Company ("Sooner Trailer"),
     the sale of substantially all of the assets of Cramer Company ("Cramer")
     and substantially all the assets of the Company's Coils segment. Management
     intends to dispose of additional assets during fiscal 2002, including real
     estate at the former Cramer and Snowmax subsidiaries, and the Company's
     Motor Products and MP-Ohio subsidiaries. Proceeds from these sales, which
     are expected to be between $12.0 and $14.0 million, will be utilized to
     reduce the Company's revolving credit facility. Management believes that,
     along with the sale of assets, available cash and cash equivalents, cash
     flows from operations and available borrowings under the Company's
     revolving credit facility, will be sufficient to fund the Company's
     operating activities, investing activities and debt maturities for fiscal
     2002. In addition, management's believes that the Company will be in
     compliance with its debt covenant requirements throughout fiscal 2002. It
     is management's intent to refinance the Company's revolving credit facility
     prior to its maturity in December 2002. However, there can be no assurance
     that management's plans will be successfully executed.


3.   DISCONTINUED OPERATIONS

     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 $11,500,000, subject to certain
     post-closing adjustments based on changes in working capital, plus the
     assumption of debt of approximately $670,000. In May 2001, the Company
     received approximately $2,000,000 related to such post-closing adjustments.
     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.

     Coils Segment - On October 26, 2001, the Company completed the sale of the
     assets of its Coils segment, which included Astro Air and Snowmax
     (together, the "Coils Subsidiaries"). The sale of the Coils Subsidiaries
     was effectuated pursuant to an Asset Purchase Agreement, dated as of
     October 26, 2001, by and among the Coils Subsidiaries, Astro Air, Inc. (the
     "Buyer"), and Rex Dacus, the manager of the Coils segment and the person
     from whom the Company acquired the assets and operations of Astro Air
     Coils, Inc. in 1998. Proceeds from the sale were $5,600,000 of cash and the
     assumption of approximately $3,700,000 of liabilities. The Company recorded
     a pretax charge of $9,340,000 related to this sale in the fourth quarter of
     2001.

     On May 9, 2001, the company completed the sale of substantially all of the
     assets of Astro Air UK to ACR Heat Transfer, LTD., of Norfolk, England for
     cash of (pound)450,000 (approximately $643,000) Based upon the terms sales,
     the Company recorded, in the second quarter of 2001, a pretax charge of
     $700,000 to adjust the carrying value of Astro UK's assets to their
     estimated realizable value. No additional gain or loss was recorded upon
     completion of the sale.

     Revenues from discontinued operations were $12,611,000 for the first
     quarter of 2001.




                                        8
<PAGE>



     At both January 27, 2002 and October 28, 2001, net assets of discontinued
     operations held for sale were $1,078,000 and represent the carrying value
     of the Snowmax building, the only remaining Coil segment asset.


4.   NET ASSETS HELD FOR SALE

     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 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. On September 23, 2001, the company
     sold substantially all of the remaining assets of Cramer to the Chestnut
     Group of Wayne, Pennsylvania for cash proceeds of $565,000, plus the
     assumption of $317,000 in liabilities. In connection with such sale, the
     company recorded a further adjustment to the carrying value of the Cramer
     assets resulting in a pre-tax charge of $1,100,000, recorded in the third
     fiscal quarter of 2001. Net assets held for sale represents the carrying
     value of the Cramer building, the only remaining Cramer asset.






                                        9
<PAGE>





5.   INVENTORIES

                                                   January 27,      October 28,
                                                       2002             2001

Raw materials and purchased parts                  $1,817,000       $1,858,000
Work in process                                     1,727,000        1,662,000
Finished goods                                        823,000        1,295,000
                                                   ----------       ----------
Total                                              $4,367,000       $4,815,000
                                                   ==========       ==========


6.   LONG-TERM DEBT

     At October 29, 2000, the Company was not in compliance with covenants under
     its revolving credit facility. As a result, 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 was to mature. The amendment to the
     revolving credit facility which has been further amended since February
     2001 called for reductions in the outstanding balance during calendar 2001,
     modified the interest rates charged and required additional collateral and
     reporting requirements. The amendment also required the suspension of
     principal and interest payments on subordinated debt, with an aggregate
     outstanding balance of $2.2 million at January 27, 2002, and prohibits the
     payment of preferred or common stock dividends. In addition, the amendment
     required the Company to maintain minimum operating profits. Beginning in
     August 2001, the Company was not in compliance with the minimum operating
     profit covenant. In February 2002, the Company entered into a further
     amendment to the facility which extends the maturity date to December 31,
     2002. This amendment calls for further reductions to the outstanding
     balance based on expected future asset sales. In addition, the interest
     rate was modified so that borrowings under the facility are charged
     interest of the Prime Rate plus 1.75% through June 30, 2002. Beginning July
     1, 2002, borrowings under the facility will be charged interest of the
     Prime Rate plus 2.75%. At January 27, 2002, $21,650,000 was outstanding
     under the facility and $2,208,000 was available for additional borrowing.
     It is management's intent to refinance the Company's revolving credit
     facility prior to its maturity in December 2002. However, there can be no
     assurance that management's plans will be successfully executed.

     Repayment of the Industrial Revenue Bonds of certain of the subsidiaries
     has been guaranteed by the Company.

     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 (1.72% at January 27, 2002) 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
     $4,850,000. 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 (1.24% at January
     27, 2002). 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 No. 133. Accordingly, changes in the fair value of such
     agreements are recorded in the Consolidated Statement of Operations as a
     component of interest expense. The fair market value of the swap agreement
     liability was $476,000 at January 27, 2002, resulting in a credit to
     interest income of $223,000 for the quarter ended January 27, 2002. The
     fair market value of the swap agreement liability was $455,000 at January
     28, 2001, resulting in a charge to interest expense of $354,000.






                                       10
<PAGE>

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.

     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

                                          Three Months Ended
                                             January 27,           January 28,
                                                2002                 2001
Net sales:
Motors                                       $ 8,993,000           $13,058,000
Other                                                                1,065,000

           Total net sales                   $ 8,993,000           $14,123,000

Loss from operations:
Motors                                       $  (248,000)          $ 1,103,000
Other                                                                 (137,000)
Corporate (1)                                   (807,000)           (1,167,000)

           Total loss from operations        $(1,055,000)          $  (201,000)

(1) Includes unallocated corporate expenses, primarily salaries and benefits,
information technology, insurance 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 2001 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
2001 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 27, 2002 and the results of operations for the three months ended
    January 27, 2002 and January 28, 2001. 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

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

      In February 2001, the Company entered into an amendment to its revolving
      credit facility agreement, wherein the lenders agreed to forbear from
      exercising their rights and remedies under the facility in connection with
      such non-compliance until February 15, 2002, at which time the facility
      was to mature. In February 2002, the Company entered into a further
      amendment to the facility which extends the maturity date to December 31,
      2002. The amendment calls for further reductions in the outstanding
      balance based on expected future asset sales and increases the interest
      rate charged. The Company's recurring losses from operations, working
      capital deficiencies, default under its debt agreements and inability to
      comply with debt covenants raise substantial doubt about its ability to
      continue as a going concern.

      Management of the Company has taken a series of steps intended to
      stabilize and improve the operating results including the implementation
      of cost and personnel reductions at the corporate office throughout fiscal
      2001 and reductions in fixed costs of the remaining operating units,
      commensurate with reductions in sales volumes. In October 2001, the
      Company's president and chief executive officer agreed to a 20% reduction
      in salary. In order to reduce its obligation under its revolving credit
      facility, the Company completed the sale of Dura-Bond Bearing Company
      ("Dura-Bond") and Sooner Trailer Manufacturing Company ("Sooner Trailer"),
      the sale of substantially all of the assets of Cramer Company ("Cramer")
      and substantially all the assets of the Company's Coils segment.
      Management intends to dispose of additional assets during fiscal 2002,
      including real estate at the Company's former Cramer and Snowmax
      subsidiaries, and the Company's Motor Products and MP-Ohio subsidiaries.
      Proceeds from these sales, which are expected to be between $12.0 and
      $14.0 million, will be utilized to reduce the Company's revolving credit
      facility. The Company is currently engaged in negotiations for the sale
      of both Motor Products and MP-Ohio, although no definitive sale agreement
      is currently in place. In addition, management intends to further reduce
      corporate office costs through the merger of the corporate office function
      into the Company's Stature Electric, Inc. subsidiary, resulting in
      expected savings of approximately $3.5 million over fiscal 2001.
      Management believes that, along with the sale of assets, available cash
      and cash equivalents, cash flows from operations and available borrowings
      under the Company's revolving credit facility, will be sufficient to fund
      the Company's operating activities, investing activities and debt
      maturities for fiscal 2002. In addition, management believes that the
      Company will be in compliance with its debt covenant requirements
      throughout fiscal 2002. It is management's intent to refinance the
      Company's revolving credit facility prior to its maturity on December 31,
      2002. However, there can be no assurance that management's plans will be
      successfully executed.







                                       13
<PAGE>



    Three months ended January 27, 2002 compared to three months ended January
    28, 2001

    Net sales. Net sales for the first quarter of 2002 decreased 36.3%, or $5.1
    million, to $9.0 million, as compared to net sales of 14.1 million in the
    prior year quarter. Net sales from Motors in the Company's only remaining
    segment, decreased 31.1% to $9.0 million in 2002, from 13.1 million in 2001,
    as a result of both price reduction and the general economic slowdown
    effecting the Company's primary markets, particularly the heavy truck and
    recreational vehicle markets and increased Pacific Rim competition in the
    healthcare market. These results also include the effect of disposing of
    Cramer in 2001, and which was included in the Company's Other segment. Sales
    attributable to Cramer were $1.0 million in the first quarter of 2001.

    Income from operations. For the first quarter of 2002, the Company reported
    a loss from operations of $1.1 million as compared to a loss from operations
    of $201,000 in the prior year first quarter. Motors segment reported a loss
    from operations of $248,000, or 2.8% of net sales, in the first quarter of
    2002, as compared to income from operation of $1.1 million, or 8.4% 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, as well as the under absorption of overhead costs.

    The prior year quarter results include the results of Cramer, which reported
    a loss from operations of $137,000.

    Unallocated corporate expenses included in selling, general and
    administrative costs were $807,000 in the first quarter of 2002, as compared
    to $1.2 million in the prior year first quarter. This decrease reflects
    reductions in personnel at the corporate office.

    Interest expense. Interest expense was $500,000 in 2002, as compared to $1.4
    million in 2001. The current year quarter includes income of $223,000
    resulting from a decrease in the fair market value of the Company's interest
    rate swap liability. The prior year quarter includes interest expense of
    $354,000, resulting from a decrease in the fair market value of the
    Company's interest rate swap liability. These amounts were recorded in
    accordance with SFAS 133. Exclusive of the effects of interest rate swap
    agreements, interest expense would have been $723,000 for the first quarter
    of 2002, as compared to $1.1 million in the prior year quarter. Interest
    expense decreased primarily as a result of lower interest rates and debt
    levels.

    Income tax expense (benefit). The Company did not record an income tax
    benefit in 2002 as a result of net operating loss carry forwards and the
    valuation allowance placed on such carry forwards. This compares to an
    income tax benefit recorded in 2001 at a rate of 32.4%.

    Loss from discontinued operations. Discontinued operations represent the
    operations of Sooner Trailer, which was sold in January 2001, and the Coils
    segment, which included Astro Air Coils, Inc. ("Astro Air"), Snowmax
    Incorporated ("Snowmax"), and Astro Air UK, LTD. ("Astro UK"). Astro UK was
    sold in May 2001. Astro Air and Snowmax were sold in October 2001.

    For the first quarter of 2001, the Company recorded a loss from discontinued
    operations of $690,000 (net of a tax benefit of $342,000). Revenues and net
    loss from discontinued operations were $12.6 million and 690,000,
    respectively.






                                       14
<PAGE>

    Net loss available for common shareholders. Net loss available for common
    shareholders was $1.9 million, or $.32 per share, in the first quarter of
    2002, as compared to a net loss of $2.2 million, or $.38 per share, in the
    prior year quarter. Loss available for common shareholders is calculated by
    subtracting dividends on preferred stock of $335,000 and $326,000 for 2002
    and 2001, respectively.

    Liquidity and Capital Resources

    Cash and cash equivalents were $285,000 at January 27, 2002. The Company had
    negative working capital of $15.9 million at January 27, 2002, as compared
    to negative working capital of $14.6 million at October 28, 2001. Net cash
    provided by operating activities of continuing operations was $167,000, as
    compared to net cash provided by operating activities from continuing
    operations of $15,000 in the prior year quarter.

    Cash flows provided by investing activities from continuing operations
    included $101,000 for capital expenditures for equipment. Cash flows
    provided by investing activities from continuing operations also includes
    approximately $734,000 received for asset sales in the prior year. The
    Company currently plans to invest approximately $650,000 during the
    remainder of fiscal 2002. Management anticipates funding capital
    expenditures with cash from operations and proceeds from the Company's
    revolving credit facility.

    Net cash used in financing activities from continuing operations included
    net repayments of $350,000 under the Company's revolving credit agreement,
    debt repayments of $66,000, and the payment in full of related party debt of
    $400,000.

    At January 27, 2002, $21.7 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 was to mature. This amendment
    called for reductions in the outstanding balance during calendar 2001,
    modified the interest rates charged and required additional collateral and
    reporting requirements. The amendment also required the suspension of
    principal and interest payments on subordinated debt, with an aggregate
    outstanding balance of $2.1 million at January 27, 2002, and prohibits the
    payment of preferred or common stock dividends. In addition, the amendment
    required the Company to maintain minimum operating profits. Beginning in
    August 2001, the Company was not in compliance with the minimum operating
    profit covenant. In February 2002, the company entered into a further
    amendment to the facility, which extends the maturity date to December 31,
    2002. This amendment calls for further reductions to the outstanding balance
    based on expected future assets sales. In addition, the interest rate was
    modified so that borrowings under the facility are charged interest of the
    Prime Rate plus 1.75% though June 30, 2002. Beginning July 1, 2002,
    borrowings under the facility will be charged interest of the Prime Rate
    Plus 2.75%.

    The Company has interest rate swap agreements with its two banks with
    notional amounts totaling $19.9 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.




                                       15
<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, its ability to
         maintain compliance with debt covenants 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 of 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 influence of foreign competition from low-cost areas of the world
         have affected and may continue to 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.






                                       16
<PAGE>

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

     o   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.

     o   The Company intends in the future, divest of product lines or business
         units. Such divestiture may involve costs of disposition or loss on the
         disposition that could adversely affect the Company's operating results
         or financial condition.


















                                       17
<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 the prime rate. The Company uses the Company's
    variable rate debt interest rate swap agreements to partially change
    interest rate exposure associated with the Company's variable rate debt. 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 27, 2002. 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
                                      2002      2003     2004     2005       2006   Thereafter     at Maturity       01/27/2002
                                      ----     ------    ----     ----       ----   ----------     -----------       ----------
<S>                                  <C>       <C>       <C>      <C>        <C>    <C>            <C>               <C>
   Debt:

     Fixed rate                     $ 1,369    $  338    $255     $175       $ 94   $       57     $     2,288       $    2,288
     Average interest rate              8.0%      8.0%    8.0%     8.0%       8.0%         8.0%
     Variable rate                  $21,950    $  300    $600     $600       $600   $    2,450     $    26,500       $   26,500
     Average interest rate              8.1%      2.8%    2.8%     2.8%       2.8%         2.8%


   Interest rate swap agreements:
     Variable to fixed swaps        $15,000    $4,850    $  -     $  -       $  -   $        -     $    19,850       $     (476)
     Average pay rate                   7.1       4.2%
     Average receive rate               7.5       2.1%
</TABLE>







                                       18
<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 accordance 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 3.           Defaults Upon Senior Securities

(b) Since February 2001, the Company has been prohibited from making dividend
payments on its Class A Convertible Preferred Stock in connection with
modifications to its revolving credit facility. As of the date of the filing of
this report, accrued dividends on the Class A Convertible Preferred Stock total
$1,162,500.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

11                Computation of Per Share Earnings

(a)               Form 8-K

No reports on Form 8-K were filed during the quarter ended January 27, 2002.






















                                       19
<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 13, 2002           By: /s/ George B. Lemmon, Jr.
                                               -------------------------
                                               George B. Lemmon, Jr.
                                               President, Chief Executive
                                               Officer, Chief Financial Officer,
                                               and Director


















                                       20