<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: April 30, 2000   Commission file number: 0-25066



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



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


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


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




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 June 9, 2000, 5,849,739 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.

================================================================================
<PAGE>


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

<TABLE>
<CAPTION>

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


         Item 1.           Financial Statements

                           Condensed Consolidated Statements of Operations                       3
                           for the three and six months ended April 30, 2000 and May 2, 1999
                           (unaudited)

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

                           Condensed Consolidated Statements of Cash Flows                       5
                           for the six months ended April 30, 2000 and May 2, 1999
                           (unaudited)

                           Notes to Condensed Consolidated Financial Statements                  6
                           (unaudited)

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

         Item 3.           Quantitative and Qualitative Disclosures about Market Risks           15


PART II - OTHER INFORMATION:

         Item 2.           Changes in Securities and Use of Proceeds                             16

         Item 4.           Submission of Matters to a Vote of Security Holders                   16

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











                                       2












<PAGE>




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

                                                         Three Months Ended                           Six Months Ended
                                                     ------------------------------           ------------------------------
                                                      April 30,            May 2,               April 30,            May 2,
                                                         2000               1999                   2000               1999
<S>                                                  <C>               <C>                    <C>                <C>
Net sales                                            $45,238,000       $ 45,742,000           $ 83,117,000       $ 84,577,000
Cost of products sold                                 37,601,000         36,446,000             68,882,000         68,053,000
                                                     -----------       ------------           ------------       ------------
Gross profit                                           7,637,000          9,296,000             14,235,000         16,524,000
Selling, general and administrative expenses           5,388,000          6,550,000             11,209,000         12,798,000
                                                     -----------       ------------           ------------       ------------
Income from operations                                 2,249,000          2,746,000              3,026,000          3,726,000
Interest expense                                       1,236,000          1,219,000              2,568,000          2,515,000
Other income                                              40,000             60,000                 87,000            133,000
                                                     -----------       ------------           ------------       ------------
Income before income taxes                             1,053,000          1,587,000                545,000          1,344,000
Income tax expense                                       490,000            288,000                254,000            177,000
                                                     -----------       ------------           ------------       ------------
Net income                                               563,000          1,299,000                291,000          1,167,000
Dividends and accretion on preferred stock              (279,000)          (273,000)              (557,000)          (544,000)
                                                     -----------       ------------           ------------       ------------
Net income (loss) available
     for common stockholders                         $   284,000       $  1,026,000           $   (266,000)      $    623,000
                                                     ===========       ============           ============       ============
Earnings (loss) per common share:
          Basic                                      $      0.05       $       0.18           $      (0.05)      $       0.11
                                                     ===========       ============           ============       ============
          Diluted                                    $      0.05       $       0.18           $      (0.05)      $       0.11
                                                     ===========       ============           ============       ============
Weighted average number of
     common shares outstanding
          Basic                                        5,846,000          5,826,000              5,838,000          5,821,000
                                                     ===========       ============           ============       ============
          Diluted                                      5,855,000          5,841,000              5,838,000          5,845,000
                                                     ===========       ============           ============       ============
</TABLE>

         See notes to condensed consolidated financial statements.










                                       3
<PAGE>

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

                                                                                April 30,            October 31,
                                                                                  2000                  1999
ASSETS                                                                         (Unaudited)           (See Note)
<S>                                                                               <C>                <C>
CURRENT ASSETS:
       Cash and cash equivalents                                               $    374,000          $    161,000
       Receivables, net                                                          21,591,000            19,999,000
       Inventories, net                                                          19,726,000            20,173,000
       Prepaid expenses and other                                                 1,677,000             1,101,000
       Deferred taxes                                                             1,220,000             1,220,000
                                                                               ------------          ------------
            Total current assets                                                 44,588,000            42,654,000

PROPERTY, PLANT AND EQUIPMENT, NET                                               35,036,000            35,900,000

GOODWILL, NET                                                                    26,747,000            27,057,000

OTHER INTANGIBLE ASSETS, NET                                                      7,484,000             7,893,000

OTHER ASSETS                                                                      2,373,000             3,186,000
                                                                               ------------          ------------
TOTAL ASSETS                                                                   $116,228,000          $116,690,000
                                                                               ============          ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable - trade                                                $ 13,163,000          $ 13,169,000
       Accrued expenses                                                           9,124,000             8,695,000
       Current portion of related party debt                                      1,815,000             1,815,000
       Current portion of long-term debt                                          1,872,000             2,064,000
                                                                               ------------          ------------
            Total current liabilities                                            25,974,000            25,743,000

LONG-TERM DEBT, LESS CURRENT PORTION                                             51,533,000            51,601,000

POSTRETIREMENT BENEFITS AND OTHER LIABILITIES                                     2,993,000             2,923,000

DEFERRED TAXES                                                                    2,521,000             2,439,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                                                             33,207,000            33,984,000
                                                                               ------------          ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $116,228,000          $116,690,000
                                                                               ============          ============
</TABLE>

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


      See notes to condensed consolidated financial statements.

                                       4
<PAGE>

OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                    -------------------------------
                                                                                    April 30,               May 2,
                                                                                      2000                  1999
<S>                                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                                  $   291,000           $ 1,167,000
       Adjustments to reconcile net income to cash
            provided by (used in) operating activities:
            Depreciation                                                             2,710,000             2,671,000
            Amortization                                                             1,150,000             1,137,000
            Other                                                                           --                 1,000
            Changes in operating assets and liabilities                             (1,171,000)             (947,000)
                                                                                   -----------           -----------
       Net cash provided by operating activities                                     2,980,000             4,029,000
                                                                                   -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of business                                                       --             4,442,000
       Purchases of property, plant and equipment                                   (1,982,000)           (3,347,000)
       Contingent consideration on acquisition                                        (431,000)             (426,000)
       Other                                                                           973,000             1,581,000
                                                                                   -----------           -----------
       Net cash provided by (used in) investing activities                          (1,440,000)            2,250,000
                                                                                   -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings (payments) under revolving credit agreement                      600,000            (3,550,000)
       Payments on long-term debt                                                     (859,000)             (860,000)
       Payments on related party debt                                                       --            (1,028,000)
       Dividends paid                                                               (1,075,000)             (711,000)
       Other                                                                             7,000                    --
                                                                                   -----------           -----------
       Net cash used in financing activities                                        (1,327,000)           (6,149,000)
                                                                                   -----------           -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                              213,000               130,000

CASH AND CASH EQUIVALENTS, BEGINNING                                                   161,000               191,000
                                                                                   -----------           -----------
CASH AND CASH EQUIVALENTS, ENDING                                                  $   374,000           $   321,000
                                                                                   ===========           ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Interest paid                                                               $ 2,271,000           $ 2,722,000
                                                                                   ===========           ===========
       Taxes paid                                                                  $   231,000           $   346,000
                                                                                   ===========           ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
       Dividends payable                                                           $   493,000           $   712,000
                                                                                   ===========           ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

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

1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

         Financial Statements - The condensed consolidated balance sheet as of
         April 30, 2000 and the condensed consolidated statements of operations
         and cash flows for the three- and six-month periods ended April 30,
         2000 and May 2, 1999 have been prepared by the Company, without audit.
         In the opinion of management, all adjustments (which include only
         normal recurring adjustments) considered necessary to present fairly
         the financial position, results of operations and cash flows as of
         April 30, 2000 and for all periods presented have been made. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted. These financial statements
         should be read in conjunction with the consolidated financial
         statements and notes thereto included in the Company's October 31, 1999
         Annual Report on Form 10-K.

         Fiscal Year - The Company's fiscal year includes 52 or 53 weeks ending
         on the last Sunday in October. Fiscal year 1999 consisted of 53 weeks.
         The first six months of 2000 included 26 weeks, whereas the first six
         months of 1999 included 27 weeks. Both the second quarter of 2000 and
         1999 included 13 weeks.

                                       6
<PAGE>
         Earnings per share - Basic earnings per common share is computed by
         dividing net earnings (the numerator) by the weighted average number of
         common shares outstanding during each period (the denominator). The
         computation of diluted earnings per common share is similar to that of
         basic earnings per common share, except that the denominator is
         increased by the dilutive effect of stock options outstanding, computed
         using the treasury stock method.

         Comprehensive income - The Company presents comprehensive income (loss)
         as a component of stockholders' equity. For the first six months of
         2000, total comprehensive loss was $320,000 and consisted of a net loss
         available for common stockholders of $266,000 and a loss on foreign
         currency translation adjustment of $54,000. For the second quarter of
         2000, total comprehensive income was $228,000 and consisted of net
         income available for common stockholders of $284,000, offset by a loss
         on foreign currency translation adjustment of $56,000. The Company's
         comprehensive income for the six months of 1999 consisted solely of net
         loss.

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

2.       INVENTORIES

                                                        April 30,    October 31,
                                                          2000          1999

         Raw materials and purchased parts            $ 8,245,000    $ 9,619,000
         Work in process                                4,959,000      4,076,000
         Finished goods                                 6,522,000      6,478,000
                                                     ------------   ------------

         Total                                       $ 19,726,000   $ 20,173,000
                                                     ============   ============
3.       COMMITMENTS AND CONTINGENCIES

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

         The Company is a party to a consent decree with the State of
         Connecticut pursuant to which it has agreed to complete its
         environmental investigation of the site on which its Cramer facility
         was previously located and conduct any remedial measures which may be
         required. In the second quarter of 2000, the Company revised its
         estimate of the cost to complete the remedial measures required at the
         site. The revision to the estimate resulted in a reduction in the
         liability of $260,000. 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.


                                       7
<PAGE>
         The Company has been named as a potentially responsible party with
         respect to three hazardous substance disposal sites currently under
         remediation by the U.S. Environmental Protection Agency (the "EPA")
         under its "Superfund" program. With respect to all three sites, based
         on the minimal amount of waste alleged to have been contributed to the
         sites by the Company, the Company expects to resolve the matters
         through the payment of de minimis amounts.

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

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


                                       8
<PAGE>



4.      SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                Three Months Ended                  Six Months Ended
                                                            April 30,          May 2,           April 30,          May 2,
                                                              2000              1999              2000              1999
        <S>                                                    <C>              <C>                <C>               <C>
        Net sales:
        Motors                                            $ 14,704,000       $16,342,000      $ 28,702,000     $ 31,622,000
        Coils                                               12,733,000        12,767,000        23,212,000       23,793,000
        Trailers and Agricultural Equipment                 12,763,000        11,450,000        21,932,000       19,428,000
        Other                                                5,038,000         5,183,000         9,271,000        9,734,000
                                                          ------------       -----------      ------------     ------------
                   Total net sales                        $ 45,238,000       $45,742,000      $ 83,117,000     $ 84,577,000
                                                          ============       ===========      ============     ============
        Income (loss) from operations:
        Motors                                            $  1,200,000       $ 2,424,000      $  2,466,000     $  4,174,000
        Coils                                                  589,000         1,426,000           906,000        2,368,000
        Trailers and Agricultural Equipment                    663,000           371,000         1,032,000          244,000
        Other                                                  759,000           345,000         1,153,000          322,000
        Corporate (1)                                         (962,000)       (1,820,000)       (2,531,000)      (3,382,000)
                                                          ------------       -----------      ------------     ------------
                   Total income from operations           $  2,249,000       $ 2,746,000      $  3,026,000     $  3,726,000
                                                          ============       ===========      ============     ============
</TABLE>


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

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


                                       9
<PAGE>



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

The following discussion addresses the financial condition of the Company as of
April 30, 2000 and the results of operations for the three and six months ended
April 30, 2000 and May 2, 1999. The first six months of the 2000 period included
26 weeks, whereas the first six months of the 1999 period included 27 weeks.
Both of the three-month periods included 13 weeks. This discussion should be
read in conjunction with the financial statements included elsewhere herein and
the Management's Discussion and Analysis and Financial Statement sections of the
Company's Annual Report on Form 10-K to which the reader is directed for
additional information.

Results of Operations

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

                                                         Three Months Ended            Six Months Ended
                                                        ---------------------        ---------------------
                                                        April 30,      May 2,        April 30,      May 2,
                                                          2000          1999           2000          1999
<S>                                                      <C>           <C>            <C>           <C>
Net sales                                                100.0%        100.0%         100.0%        100.0%
Cost of products sold                                     83.1%         79.7%          82.9%         80.5%
                                                         ------        ------         ------        ------
Gross profit                                              16.9%         20.3%          17.1%         19.5%
Selling, general and administrative expenses              11.9%         14.3%          13.4%         15.1%
                                                         ------        ------         ------        ------
Income from operations                                     5.0%          6.0%           3.7%          4.4%
Interest expense                                           2.7%          2.7%           3.1%          3.0%
Other income                                               0.0%          0.2%           0.1%          0.2%
                                                         ------        ------         ------        ------
Income before income taxes                                 2.3%          3.5%           0.7%          1.6%
Income tax expense                                         1.1%          0.7%           0.3%          0.2%
                                                         ------        ------         ------        ------
Net income                                                 1.2%          2.8%           0.4%          1.4%
Dividends and accretion on preferred stock                 0.6%          0.6%           0.7%          0.6%
                                                         ------        ------         ------        ------
Net income (loss) available for common stockholders        0.6%          2.2%          -0.3%          0.8%
                                                         ======        ======         ======        ======
</TABLE>


Three months ended April 30, 2000 compared to three months ended May 2, 1999

Net sales. Net sales for the second quarter of 2000 decreased 1.1%, or $504,000,
to $45.2 million, as compared to net sales of $45.7 million in the prior year
quarter. These results include the effect of disposing of Parker in March 1999.
Sales attributable to Parker were $402,000 in 1999.

Net sales from Motors decreased 10.0% to $14.7 million in 2000, from $16.3
million in 1999, primarily as a result of decreased sales to the recreational
vehicle market and a softening of the healthcare market. Sales to the
recreational vehicle market were adversely affected by design issues associated
with a new motor developed for this market.

Net sales from Coils were essentially flat at $12.7 million, compared to the
prior year quarter.

Net sales from the Trailers and Agricultural Equipment segment were $12.8
million in 2000, as compared to $11.4 million in 1999. Sales attributable to
Parker were $402,000 in 1999. Increased sales at Sooner Trailer, the only
remaining business in this segment, were a result of higher unit volume,
primarily from the newly introduced Revolution product line.

                                       10
<PAGE>

Net sales from the Company's Other segment were $5.0 million in 2000, as
compared to $5.2 million in 1999. This decrease was primarily a result of
softness in the automotive after-market.

Income from operations. For the second quarter of 2000, income from operations
was $2.2 million, or 5.0% of net sales, as compared to $2.7 million, or 6.0% of
net sales, in 1999.

Income from operations for the Motors segment was $1.2 million, or 8.2% of net
sales, in the second quarter of 2000, as compared to $2.4 million, or 14.8% of
net sales, in the prior year quarter. These results reflect decreased sales
volume to the recreational vehicle market and a softening of the healthcare
market. As noted above, sales to the recreational vehicle market were adversely
affected by design issues associated with a new motor developed for this market.
The design issues have been resolved and the Company recorded a charge of
$275,000 for the replacement of such motors. Income from operations for the
Motors segment was also unfavorably impacted by temporary production
inefficiencies resulting from a complete overhaul of the Motor Products -
Michigan facility from batch processing to demand flow technology. Over the
remainder of the year, the Company expects productivity levels at Motor Products
to improve over historical levels.

Income from operations for the Coils segment was $589,000, or 4.6% of net sales,
as compared to $1.4 million, or 11.2% of net sales, in the prior year quarter.
These results reflect a decrease in gross profit of $741,000 primarily from
manufacturing inefficiencies related in part to the transition to a new
manufacturing system, as well as a $96,000, or 15.5% increase in selling,
general and administrative expenses resulting from increased personnel costs.

The Trailers and Agricultural Equipment segment had income from operations of
$663,000 in 2000, as compared to $371,000 in the prior year quarter. This
increase reflects the disposition of Parker which reported a net loss from
operations in the prior year quarter of $339,000. Income from operations from
Sooner Trailer was essentially flat, despite a 15.5% increase in net sales.
Sooner is redefining its manufacturing process to adopt more modern and
efficient manufacturing technologies. The temporary disruption this has caused
to the business unfavorably affected its profitability during the second quarter
of 2000.

Income from operations for the Company's Other segment was $759,000 in 2000, as
compared to $345,000 in the prior year quarter, reflecting improved
profitability at Rhodes.

Unallocated corporate expenses included in income from operations were $962,000
or 2.1% of net sales, as compared to $1.8 million, or 4.0% of net sales in 1999.
This decrease includes a $260,000 reduction in the Company's estimated liability
for environmental costs related to remedial measures required at the site on
which its Cramer facility was previously located. The decrease in corporate
expenses also reflects reduced levels of personnel as compared to the prior year
and reduced incentive compensation.

Interest expense. Interest expense was $1.2 million for the second quarters of
both 2000 and 1999.

Income tax expense (benefit). The Company's effective income tax rate was 46.5%
for 2000, as compared to 18.1% in the prior year quarter. The effective tax rate
for the prior year was favorably impacted by a deferred tax benefit realized
upon the sale of Parker in March 1999.

Net income available for common stockholders. Net income available for common
stockholders was $284,000, or $.05 per share, in the second quarter of 2000, as
compared to $1.0 million, or $.18 per share, in the prior year quarter. Income
available for common stockholders is calculated by subtracting dividends on
preferred stock of $187,000 for both 2000 and 1999 and by deducting the non-cash
accretion in book value of preferred stock of $92,000 and $86,000 for 2000 and
1999, respectively.



                                       11
<PAGE>




Six months ended April 30, 2000 compared to six months ended May 2, 1999

Net sales. Net sales for the first six months of 2000 decreased 1.7%, or $1.5
million, to $83.1 million, as compared to net sales of $84.6 million in the
prior year quarter. These results include the effect of disposing of Parker in
March 1999. Sales attributable to Parker were $1.0 million in 1999.

Net sales from Motors decreased 9.2% to $28.7 million in 2000, from $31.6
million in 1999, primarily as a result of decreased sales to the recreational
vehicle market due to design issues associated with a new motor developed for
this market and a softening of the healthcare market.

Net sales from Coils decreased 2.4% to $23.2 million in 2000 from $23.8 million
in 1999. This decrease is a result of a weakness in demand experienced in the
beverage refrigeration and heavy truck markets.

Net sales from the Trailers and Agricultural Equipment segment were $21.9
million in 2000, as compared to $19.4 million in 1999. Sales attributable to
Parker were $1.0 million in 1999. Sales at Sooner Trailer, the only remaining
business in this segment, increased 19.0%, or $3.5 million as a result of higher
unit volume, particularly from the newly-introduced Revolution product line.

Net sales from the Company's Other segment were $9.3 million in 2000, as
compared to $9.7 million in 1999. This decrease was primarily a result of
softness in the automotive after-market.

Income from operations. For the first six months of 2000, income from operations
was $3.0 million, or 3.6% of net sales, as compared to $3.7 million, or 4.4% of
net sales, in 1999.

Income from operations for the Motors segment was $2.5 million, or 8.6% of net
sales, in the first six months of 2000, as compared to $4.2 million, or 13.2% of
net sales, in the prior year period. These results reflect decreased sales
volume to the recreational vehicle market and a softening of the healthcare
market. As mentioned above, sales to the recreational vehicle market were
adversely affected in the second quarter of 2000 by design issues associated
with a new motor developed for this market. The design issues have been resolved
and the Company recorded a charge of $275,000 for the replacement of such
motors. Income from operations for Motors was also impacted by production
inefficiencies related to the adoption of demand flow technology at Motor
Products at the beginning of the second quarter of 2000.

Income from operations for the Coils segment was $906,000, or 3.9% of net sales,
as compared to $2.4 million, or 10.0% of net sales, in the prior year period.
These results reflect decreased sales volume primarily to the beverage
refrigeration market and lower margins caused primarily by manufacturing
inefficiencies related in part to the transition to a new manufacturing system.

The Trailers and Agricultural Equipment segment had income from operations of
$1.0 million in 2000, as compared to $244,000 in the prior year period. This
increase reflects the disposition of Parker which reported a net loss from
operations in the prior year. Exclusive of the effects of Parker, income from
operations for this segment increased to 4.7% of net sales in 2000, as compared
to 4.6% in the prior year period.

Income from operations for the Company's Other segment was $1.2 million in 2000,
as compared to $322,000 in the prior year period, reflecting improved
profitability at Rhodes.

Unallocated corporate expenses included in income from operations were $2.5
million, or 3.0% of net sales, as compared to $3.4 million, or 4.0% of net
sales, in 1999. This decrease primarily reflects reduced environmental costs, as
well as reduced personnel costs.


                                       12

<PAGE>

Interest expense. Interest expense increased to $2.6 million for the first six
months of 2000 as compared to $2.5 million in the prior year period, primarily
as a result of increased rates.

Income tax expense (benefit). The Company's effective income tax rate was 46.6%
for 2000, as compared to 13.2% in the prior year period. The effective tax rate
for 1999 was favorably impacted by a deferred tax benefit realized upon the sale
of Parker.

Net income (loss) available for common stockholders. Net loss available for
common stockholders was $266,000, or $.05 per share, in 2000, as compared to net
income available for common stockholders of $623,000, or $.11 per share, in the
prior year period. Income (loss) available for common stockholders is calculated
by subtracting dividends on preferred stock of $375,000 for both 2000 and 1999
and by deducting the non-cash accretion in book value of preferred stock of
$182,000 and $169,000 for 2000 and 1999, respectively.

Liquidity and Capital Resources

Cash and cash equivalents were $374,000 at April 30, 2000. Working capital
increased to $18.6 million at April 30, 2000 from $16.9 million at October 31,
1999. Net cash provided by operating activities was $3.0 million, as compared to
$4.0 million in the prior year period. The decrease in cash from operations was
principally the result of decreased operating income.

Net cash used in investing activities included $2.0 million for capital
expenditures for equipment, invested primarily in Motors, Coils and Trailers,
and $431,000 of contingent consideration paid to the former owner of Astro Air
and recorded as goodwill. The Company currently plans to invest approximately
$2.0 million during the remainder of fiscal 2000, primarily for added capacity
and production efficiencies. Management anticipates funding capital expenditures
with cash from operations and proceeds from the Company's revolving credit
facility. Cash flows from investing activities also included approximately
$830,000 received on notes obtained in connection with the sale of subsidiaries.

Net cash used in financing activities included net borrowings of $600,000 under
the Company's revolving credit agreement, debt repayments of $859,000, and the
payment of dividends of $1.1 million.

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 is restricted from making common stock dividend
payments subsequent to August 28, 2000. The Company is in compliance with such
modified covenants and expects to continue to be in compliance for the
foreseeable future.

The Company has interest rate swap agreements with its two banks with notional
amounts totaling $20.4 million. The Company entered into these agreements to
change the fixed/variable interest rate mix of its debt portfolio, in order to
reduce the Company's aggregate risk from movements in interest rates.

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

"Year 2000" Costs

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


                                       13

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

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

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

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

                                       14
<PAGE>
o      Acquisitions are an important part of the Company's growth strategy.
       Acquisitions may have a dilutive effect on the Company's earnings and
       could effect the Company's available credit and interest costs.
       Conversely, the Company may from time to time divest of product lines or
       business units. Any such divestiture may involve costs of disposition or
       loss on the disposition that could reduce the Company's results.

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


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

The Company uses a revolving credit facility, industrial revenue bonds and term
loans to finance a significant portion of its operations. These on-balance sheet
financial instruments, to the extent they provide for variable rates of
interest, expose the Company to interest rate risk resulting from changes in
London Interbank Offered Rate or the prime rate. The Company uses off-balance
sheet interest rate swap agreements to partially hedge interest rate exposure
associated with on-balance sheet financial instruments. All of the Company's
derivative financial instrument transactions are entered into for non-trading
purposes.

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



                                       15
<PAGE>


Part II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Effective for the second quarter of 2000, the Company's revolving credit
facility was amended. In accordance with such amendment, the Company is
restricted from making common stock dividend payments subsequent to August 28,
2000.

Item 4.  Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting of Shareholders held on March 22, 2000, the
shareholders elected six directors, the holders of the Class A Convertible
Preferred Stock elected one director and the shareholders ratified the
appointment of independent auditors for the year ending October 30, 2000. In the
election of directors, 6,272,900 shares were voted in favor of the election of
George B. Lemmon, Jr., and 12,160 were withheld, 6,272,650 shares were voted in
favor of the election of John R. Reese and 12,410 were withheld, 6,272,650
shares were voted in favor of the election of Eugene P. Lynch and 12,410 were
withheld, 6,272,650 shares were voted in favor of the election of Ellen D.
Harvey and 12,410 were withheld, 6,272,900 shares were voted in favor of the
election of Harry E. Hill and 12,160 were withheld, 6,272,900 shares were voted
in favor of the election of James A. Ounsworth and 12,160 were withheld. There
were 1,071,428 shares of the Class A Convertible Preferred Stock voted in favor
of Lowell P. Huntsinger. In the vote for ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the year ending October 30,
2000, 6,277,560 shares were voted in favor, 7,300 shares were voted against, and
200 shares abstained.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.      Description

11               Computation of Per Share Earnings

27               Financial Data Schedule

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

(b) Form 8-K

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


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



                                       16
<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: June 12, 2000             By: /s/ George B. Lemmon, Jr.
                                             -------------------------
                                             George B. Lemmon, Jr.
                                             President, Chief Executive
                                             Officer, and Director



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


                                       17