<PAGE>


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

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

For the quarterly period ended: July 27, 2003
                                -------------

                                       OR

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

For the quarterly period from _________________ to _________________.

Commission file number: 0-25066

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


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

  22543 Fisher Road, PO Box 6660, Watertown, NY                   13601
 -----------------------------------------------                ----------
    (Address of principal executive offices)                    (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

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

As of September 8, 2003, 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.     Unaudited Financial Statements

                 Condensed Consolidated Statements of Operations              3
                 for the three and nine months ended July 27, 2003 and
                 July 28, 2002

                 Condensed Consolidated Balance Sheets at                     4
                 July 27, 2003 and October 27, 2002

                 Condensed Consolidated Statements of Cash Flows              5
                 for the nine months ended July 27, 2003 and
                 July 28, 2002

                 Notes to Condensed Consolidated Financial Statements         6


     Item 2.     Management's Discussion and Analysis of  Consolidated        11
                 Financial Condition and Results of Operations

     Item 3.     Quantitative and Qualitative Disclosures about Market Risk   17

     Item 4.     Controls and Procedures                                      17

PART II - OTHER INFORMATION:

     Item 2.     Changes in Securities and Use of Proceeds                    18

     Item 3.     Defaults Upon Senior Securities                              18

     Item 6.     Exhibits and Reports on Form 8-K                             18


                                        2
<PAGE>


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

                                                         Three-Months Ended                    Nine-Months Ended
                                                 ------------------------------------  -----------------------------------
                                                       July 27,          July 28,           July 27,           July 28,
                                                         2003              2002               2003               2002
<S>                                                   <C>               <C>               <C>                <C>
Net sales                                             $ 4,399,000       $ 11,415,000      $ 13,423,000       $ 31,515,000
Costs of products sold                                  3,585,000          9,743,000        10,908,000         26,913,000
                                                      -----------       ------------      ------------       ------------
Gross profit                                              814,000          1,672,000         2,515,000          4,602,000

Selling, general and administrative expenses              779,000          2,826,000         2,635,000          6,633,000
                                                      -----------       ------------      ------------       ------------

Income (loss) from operations                              35,000         (1,154,000)         (120,000)        (2,031,000)

Interest expense                                          163,000            389,000           553,000          1,374,000
                                                      -----------       ------------      ------------       ------------

Loss before income taxes                                 (128,000)        (1,543,000)         (673,000)        (3,405,000)

Income tax benefit                                         13,000            424,000           159,000          5,182,000
                                                      -----------       ------------      ------------       ------------

Net (loss) income                                        (115,000)        (1,119,000)         (514,000)         1,777,000

Dividends on preferred stock                              343,000            338,000         1,026,000          1,009,000
                                                      -----------       ------------      ------------       ------------

Net (loss) income available
   for common shareholders                            $  (458,000)      $ (1,457,000)     $ (1,540,000)        $  768,000
                                                      ===========       ============      ============         ==========

Net (loss) income per share                           $     (0.08)      $      (0.25)     $      (0.26)        $     0.13
                                                      ===========       ============      ============         ==========

Basic and diluted weighted average number of common
   shares outstanding                                   5,874,000          5,874,000         5,874,000          5,874,000
                                                      ===========       ============      ============         ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>


OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            July 27,             October 27,
                                                                                              2003                  2002
                                                                                           (Unaudited)            (See Note)
<S>                                                                                       <C>                    <C>
ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                          $    541,000          $    524,000
       Receivables, net                                                                      2,187,000             3,111,000
       Inventories, net                                                                      1,690,000             1,906,000
       Net assets held for sale                                                                      -               800,000
       Prepaid expenses and other                                                              175,000               690,000
       Tax refund receivable                                                                         -               919,000
       Deferred taxes                                                                          295,000               295,000
                                                                                          ------------          ------------
            Total current assets                                                             4,888,000             8,245,000

PROPERTY, PLANT AND EQUIPMENT, NET                                                           4,961,000             5,616,000
GOODWILL, NET                                                                                8,405,000             8,405,000
OTHER INTANGIBLE ASSETS, NET                                                                 4,920,000             5,218,000
NET ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE                                            350,000               350,000
OTHER ASSETS                                                                                   119,000               136,000
                                                                                          ------------          ------------
TOTAL ASSETS                                                                              $ 23,643,000          $ 27,970,000
                                                                                          ============          ============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable - trade                                                           $  1,569,000          $  2,025,000
       Accrued expenses                                                                      2,125,000             2,622,000
       Current portion of long-term debt                                                     6,643,000             8,951,000
                                                                                          ------------          ------------
            Total current liabilities                                                       10,337,000            13,598,000

LONG-TERM DEBT, LESS CURRENT PORTION                                                         4,403,000             4,594,000
COMMON STOCK PUT OPTION                                                                        600,000               600,000
POSTRETIREMENT BENEFITS AND OTHER LIABILITIES                                                        -               362,000
DEFERRED TAXES                                                                               1,900,000             1,900,000
ACCRUED PREFERRED STOCK DIVIDENDS                                                            3,691,000             2,664,000
                                                                                          ------------          ------------
COMMITMENTS AND CONTINGENCIES

TOTAL LIABILITIES                                                                           20,931,000            23,718,000

SHAREHOLDERS' EQUITY                                                                         2,712,000             4,252,000
                                                                                          ------------          ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                $ 23,643,000          $ 27,970,000
                                                                                          ============          ============
</TABLE>


Note: the balance sheet at October 27, 2002 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>
---------------------------------------------------------------------------------------------------
                                                                           Nine Months Ended
                                                                      -----------------------------
                                                                       July 27,          July 28,
                                                                         2003              2002
<S>                                                                   <C>               <C>
OPERATING ACTIVITIES:
  Net Loss (income)                                                   $  (514,000)      $ 1,777,000

  Adjustments to reconcile net loss to
     net cash provided by operating activities:
           Gain from sale of net assets held for sale                     (77,000)                0
           Depreciation                                                   787,000         1,967,000
           Amortization                                                   300,000           802,000
           Other                                                                0           313,000
           Changes in operating assets and liabilities which
                 provided cash                                          1,401,000           130,000
                                                                      -----------       -----------
           Net cash provided by operating activities                    1,897,000         4,989,000
                                                                      -----------       -----------

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                             (134,000)         (293,000)
  Proceeds from net assets held for sale                                  877,000                 0
  Increase (decrease) in other assets                                      17,000          (369,000)
                                                                      -----------       -----------
           Net cash provided by (used in) investing activities            760,000          (662,000)
                                                                      -----------       -----------

FINANCING ACTIVITIES:
  Net payments on line of credit                                       (2,450,000)       (4,400,000)
  Payments on long-term debt                                             (190,000)         (242,000)
  Payments on related party debt                                                0          (400,000)
                                                                      -----------       -----------
           Net cash used in continuing operations                      (2,640,000)       (5,042,000)
           Net cash used in discontinued operations                                         763,000
                                                                      -----------       -----------
           Net cash used in financing activities                       (2,640,000)       (4,279,000)
                                                                      -----------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                  17,000            48,000

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            524,000           200,000
                                                                      -----------       -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $   541,000       $   248,000
                                                                      ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                     $   524,000       $ 2,299,000
                                                                      ===========       ===========
    Taxes refunded                                                    $ 1,155,000       $ 6,392,000
                                                                      ===========       ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
     Preferred Dividends payable                                      $ 1,026,000       $ 1,009,000
                                                                      ===========       ===========
</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 - Owosso Corporation (the "Company") historically operated in
   four business segments: Motors, Coils, Agricultural Equipment and Other. The
   Company presently has one operating subsidiary, Stature Electric, Inc.
   ("Stature"), representing the Company's historical Motors segment. Stature is
   a custom designer and manufacturer of motors and gear motors, including AC,
   DC and Universal, established in 1974 in Watertown, New York. Significant
   markets for Stature, or the Motors segment, include commercial products and
   equipment, healthcare, recreation and non-automotive transportation. The
   products are sold throughout North America and in Europe, primarily to
   original equipment manufacturers who use them in their end products.

   The Company completed the sale of all of the outstanding stock of Motor
   Products - Owosso Corporation and Motor Products - Ohio Corporation
   (together, "Motor Products"), manufacturers of fractional and integral
   horsepower motors, on July 30, 2002. Prior to that time, these entities were
   included in the results of the Motors segment

   Financial Statements - The condensed consolidated balance sheet as of July
   27, 2003, the condensed consolidated statements of operations for the three
   and nine months ended July 27, 2003 and July 28, 2002 and the statement of
   cash flows for the nine months ended July 27, 2003 and July 28, 2002 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 July 27, 2003 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 27, 2002 Annual Report on Form
   10-K.

   Income (loss) per share - Basic income (loss) per common share is computed by
   dividing net income (loss) (the numerator) by the weighted average number of
   common shares outstanding during each period (the denominator). The
   computation of diluted income (loss) per common share is similar to that of
   basic earnings per common share, except that the denominator is increased by
   the dilutive effect of stock options outstanding, computed using the treasury
   stock method, the dilutive effect of convertible preferred stock computed
   using the "if converted" method, and by the dilutive effect of the put option
   on common stock, computed using the reverse-treasury stock method.

   Recently Adopted Accounting Pronouncements - In July 2001, the Financial
   Accounting Standards Board issued Statement of Financial Accounting Standards
   ("SFAS") No. 142 "Goodwill and Other Intangible Assets". 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 the statement which apply to goodwill and intangible assets acquired prior
   to June 30, 2001 are required to be adopted for fiscal years beginning after
   December 15, 2001. The Company adopted SFAS No. 142 on October 28, 2002. The
   impact in the first nine months of 2003 of discontinuing goodwill
   amortization was approximately $486,000. In accordance with SFAS No. 142, the
   Company has completed its transitional goodwill impairment test. Based on its
   assessment, the Company was not required to record a goodwill impairment
   charge as of October 28, 2002. The impact of the adoption of SFAS No. 142 is
   summarized as follows:






                                        6
<PAGE>

<TABLE>
<CAPTION>
                                                      Three-Months Ended                    Nine-Months Ended
                                                ----------------------------        -----------------------------------
                                                  July 27,         July 28,            July 27,              July 28,
                                                   2003             2002                2003                 2002
   <S>                                     <C>                 <C>                 <C>               <C>
   Reported Net (loss) income available
        for common shareholders                 $ (458,000)     $ (1,457,000)       $ (1,540,000)          $   768,000
   Add back: Goodwill amortization                       -           162,000                   -               486,000
                                                ----------      ------------        ------------           -----------
   Adjusted Net (loss) income                   $ (458,000)     $ (1,295,000)       $ (1,540,000)          $ 1,254,000
                                                ==========      ============        ============           ===========

   Basic (Loss) income per share:
   Reported Net (loss) income available
        for common shareholders                 $    (0.08)     $      (0.25)       $      (0.26)          $      0.13
   Add back: Goodwill amortization                       -              0.03                   -                  0.08
                                                ----------      ------------        ------------           -----------
   Adjusted Net (loss) income                   $    (0.08)     $      (0.22)       $      (0.26)          $      0.21
                                                ==========      ============        ============           ===========
</TABLE>


   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, 2001. The Company adopted SFAS No. 144 on October 28, 2002. As a
   result, management of the Company has concluded that there was no material
   effect on the Company's financial position, results of operations or cash
   flows from the adoption of SFAS No. 144.

2. LIQUIDITY AND FINANCING

   The Company has experienced a significant downturn in its operating results
   over the past several years and has been required to modify its bank credit
   facility, as further disclosed under Note 6 "Long-term Debt". Management
   intends to dispose of its remaining non-operating asset, the real estate at
   the Company's former Snowmax subsidiary. Management believes that available
   cash and cash equivalents, cash flows from operations and available
   borrowings under the Company's bank credit facility will be sufficient to
   fund the Company's operating activities, investing activities and debt
   maturities for fiscal 2003.

   In anticipation of management's belief that the Company would be unable to
   remain in compliance with certain of its bank covenant requirements
   throughout fiscal 2003, management entered into and has successfully
   negotiated with the Company's lenders a waiver of the minimum EBITDA covenant
   through the end of fiscal 2003. It is management's intent to refinance the
   Company's bank credit facility prior to its maturity in December 2003. There
   can be no assurance, however, that management's plans for refinancing will be
   successfully executed.

   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
   deficiency, potential default under the terms of its bank credit facility and
   inability to comply with debt and other bank covenants raise substantial
   doubt about the Company's ability to continue as a going concern.








                                        7
<PAGE>

3. NET ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE

   The Company completed the sale of Astro Air Coils, Inc. ("Astro Air"), and
   Snowmax Incorporated ("Snowmax") on October 26, 2001. For financial reporting
   purposes, the assets and liabilities attributable to the Coils segment have
   been classified in the condensed consolidated balance sheets as net assets of
   discontinued operations held for sale. At both July 27, 2003 and October 27,
   2002, net assets of discontinued operations held for sale were $350,000 and
   represent the estimated fair value of the Snowmax building, the only
   remaining Coils segment asset.

4. NET ASSETS HELD FOR SALE

   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 (excluding real property) in
   a separate transaction completed on September 23, 2001. The Company disposed
   of the remaining Cramer real property on May 9, 2003 and the net amount
   received at closing was $877,000, resulting in a gain of $77,000. For
   financial reporting purposes, the assets and liabilities attributable to the
   real property had been classified in the condensed consolidated balance
   sheets as net assets held for sale.

5. INVENTORIES


                                                   July 27,      October 27,
                                                     2003           2002

   Raw materials and purchased parts              $1,030,000     $1,001,000
   Work in process                                   725,000        908,000
   Finished goods                                    224,000        231,000
                                                  ----------     ----------
        Total Inventories                          1,979,000      2,140,000
   Inventory Provision                               289,000        234,000
                                                  ----------     ----------
        Net Inventories                           $1,690,000     $1,906,000
                                                  ==========     ==========


6. LONG-TERM DEBT

   On January 22, 1999, the Company entered into a new bank credit facility with
   the Company's two primary banks, originally expiring in December 2002. The
   agreement included financial and other covenants, including fixed charge,
   cash flow and net worth ratios and restrictions on certain asset sales,
   mergers and other significant transactions. The Company was out of compliance
   with such covenants at October 29, 2000. In February 2001, the Company
   entered into an amendment to its bank credit facility agreement, wherein the
   lenders agreed to forbear from exercising their rights and remedies under the
   facility in connection with such non-compliance until February 15, 2002, at
   which time the facility was to mature. This amendment to the bank credit
   facility required reductions in the outstanding balance under the facility
   during calendar 2001 and modified the interest rates charged. The amendment
   required additional collateral, effectively all of the assets of the Company,
   and additional reporting requirements as well as the addition of a covenant
   requiring minimum operating profits. The amendment also required the
   suspension of principal and interest payments on subordinated debt, with an
   aggregate outstanding balance of $2.1 million as of October 28, 2001.
   Furthermore, the amendment to the facility prohibits the payment of preferred
   or common stock dividends and prohibits the Company from purchasing its
   stock. Beginning in August 2001, the Company was out of compliance with its
   minimum operating profit covenant. In February 2002, the Company entered into









                                        8
<PAGE>

   a further amendment to the facility, which extended the maturity date to
   December 31, 2002, required reductions in the outstanding balance under the
   facility, based on expected future asset sales, increased the interest rate
   charged and replaced the minimum operating profit covenant with a minimum
   EBITDA covenant. In December 2002, the Company entered into a further
   amendment to the facility, which extends the maturity date to December 31,
   2003. This amendment requires further reductions in the outstanding balance
   under the facility, based on expected future asset sales and cash flow
   generated from operations, and extended and adjusted the minimum EBITDA
   covenant for 2003. At the beginning of the second quarter of 2003, management
   realized that the EBITDA covenant would be violated in the future and entered
   into negotiations with the Company's lenders to further modify the minimum
   EBITDA covenant. In April 2003, the Company entered into a further amendment
   to the facility, which adjusted the minimum EBITDA required under the
   covenant. Borrowings under the facility are charged interest at the Prime
   Rate plus 2.75% (6.75% at July 27, 2003).

   In anticipation of management's belief that the Company would be unable to
   remain in compliance with certain of its bank covenant requirements
   throughout fiscal 2003, management entered into and has successfully
   negotiated with the Company's lenders to a waiver of the minimum EBITDA
   covenant through the end of fiscal 2003. It is management's intent to
   refinance the Company's bank credit facility prior to its maturity in
   December 2003. There can be no assurance, however, that management's plans
   for refinancing will be successfully executed.

   At July 27, 2003, $4,450,000 was outstanding under the Company's bank credit
   facility and $601,000 was available for additional borrowing in addition to
   the $541,000 cash on hand.

   Derivative Interest Rate Contracts - The Company has an interest rate swap
   agreement with one of its banks with a notional amount of $4,550,000. The
   agreement requires the Company to make quarterly fixed payments on the
   notional amount at 4.22% through October 1, 2003 in exchange for receiving
   payments at the BMA Municipal Swap Index (.80% at July 27, 2003). The Company
   entered into the interest rate swap agreement 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 condensed
   consolidated statements of operations as a component of interest expense. The
   fair market value of the swap agreement liability decreased to $25,000 at
   July 27, 2003, resulting in a credit to interest income of $85,000 for the
   nine months ended July 27, 2003. The fair market value of the swap agreement
   was $143,000 at July 28, 2002, resulting in a credit to interest income of
   $556,000 for the nine months ended July 28, 2002.

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 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.







                                        9
<PAGE>

   In connection with the Company's divestitures of its operating businesses
   over the past four years, it has agreed to indemnify buyers from and against
   certain known and unknown environmental liabilities. In addition, the Company
   may be liable for the costs of removal or remediation of hazardous or toxic
   substances on, in, under or discharged from its current or previously owned
   real property under applicable federal, state and local environmental laws,
   ordinances and regulations.

   A subsidiary of 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 and conduct any remedial measures which may be
   required. Based upon the amounts recorded as liabilities, the Company
   believes that the ultimate resolution of this matter will not 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 certain 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.





















                                       10
<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 July 27, 2003 and the results of operations for the three and nine months
   ended July 27, 2003 and July 28, 2002. 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

   As of July 30, 2002, Owosso Corporation (the "Company") has one operating
   subsidiary, Stature Electric, Inc. ("Stature"), representing the Company's
   historical Motors segment. Stature is a custom designer and manufacturer of
   motors and gear motors, including AC, DC and Universal. Established in 1974
   in Watertown, New York, Stature is a progressive company, which emphasizes a
   partnership approach in all aspects of its business. Significant markets for
   Stature include commercial products and equipment, healthcare, recreation and
   non-automotive transportation. Stature's component products are sold
   throughout North America and in Europe, primarily to original equipment
   manufacturers who use them in their end products.

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

   Three months ended July 27, 2003 compared to three months ended July 28, 2002

   Net sales. Net sales for the third quarter of 2003 decreased 61.4%, or $7.0
   million, to $4.4 million, as compared to net sales of $11.4 million in the
   prior year quarter, primarily as a result of the sale of Motor Products. In
   addition, Pacific Rim competition has also continued to affect the Company's
   sales along with the reduction of business from the Company's major customers
   for the quarter. Sales for the prior year quarter excluding Motor Products
   were $5.5 million.

   Income from operations. For the third quarter of 2003, the Company reported
   income from operations of $35,000 as compared to a loss from operations of
   $1,154,000 in the prior year quarter. Loss from operations for the prior year
   quarter excluding Motor Products was $1,198,000.

   These results reflect a lower gross profit due to the decrease in sales, the
   sale of Motor Products, offset by a reduction in depreciation expense. This
   was offset by reduced selling general and administrative costs mainly due to
   decreased corporate expenses and discontinued amortization of goodwill.
   Corporate expenses included in selling, general and administrative costs were
   $329,000 in the third quarter of 2003, as compared to $1,540,000 in the prior
   year quarter. This decrease reflects no change in the expense estimate of
   outstanding workman's compensation claims in the third quarter of 2003
   compared to an increase in the expense estimate in the prior year quarter.
   Also, professional fees and other miscellaneous expenses have decreased from
   the prior year quarter.











                                       11
<PAGE>

   Interest expense. Interest expense was $163,000 for the third quarter of
   fiscal 2003, as compared to $389,000 in the prior year quarter. The current
   year quarter includes interest income of $34,000 resulting from a decrease in
   the fair market value of the Company's interest rate swap liability. The
   prior year quarter includes interest income of $151,000, 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 $197,000 for the third quarter of 2003, as compared to $540,000 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 recorded an income tax benefit of
   $13,000 in the third quarter of 2003 as compared to a $424,000 benefit in the
   prior year quarter. The prior year quarter's benefit was as a result of
   changes in Federal tax laws, which allow the carryback of net operating
   losses for five years.

   Net loss available for common shareholders. Net loss available for common
   shareholders was $458,000, or $.08 per share, in the third quarter of 2003,
   as compared to net loss of $1.5 million, or $.25 per share, in the prior year
   quarter. Net loss available for common shareholders is calculated by
   subtracting dividends on preferred stock of $343,000 and $338,000 for 2003
   and 2002, respectively. Net loss available for common shareholder excluding
   Motor Products for the prior year quarter was $1.3 million or $.22 per share.

   Nine months ended July 27, 2003 compared to Nine months ended July 28, 2002

   Net sales. Net sales for first nine months of 2003 decreased 57.5%, or $18.1
   million, to $13.4 million, as compared to net sales of $31.5 million in the
   prior year, primarily as a result of the sale of Motor Products. In addition,
   Pacific Rim competition has continued to affect the Company's sales along
   with the reduction of business from the Company's major customers for the
   year. Sales for the prior year excluding Motor Products were $15.6 million.

   Loss from operations. For the first nine months of 2003, the Company reported
   a loss from operations of $120,000 as compared to a loss from operations of
   $2,031,000 in the prior year. Loss from operations for the prior year
   excluding Motor Products was $2,053,000.

   These results reflect a lower gross profit due to the decrease in sales, the
   sale of Motor Products, offset by a reduction in depreciation expense. This
   was offset by reduced selling general and administrative costs mainly due to
   decreased corporate expenses and discontinued amortization of goodwill.
   Corporate expenses included in selling, general and administrative costs were
   $1.1 million in the first nine months of 2003, as compared to $2.7 million in
   the prior year period. This decrease primarily reflects the closing of the
   corporate office. This decrease also reflects a reduced change in the expense
   estimate of outstanding workman's compensation claims in the first nine
   months of 2003 compared to an increase in the expense estimate in the prior
   year. Also, professional fees and other miscellaneous expenses have decreased
   from the prior year quarter.

   During the second quarter of 2003, the Company negotiated a settlement with
   all the Cramer retirees covered by a post retirement benefit. As a result of
   the settlement, Owosso paid out $76,000 and recognized a gain of $153,000.

   Interest expense. Interest expense was $553,000 for the first nine months of
   fiscal 2003, as compared to $1,374,000 in the prior year. The current year
   includes interest income of $85,000 resulting from a decrease in the fair
   market value of the Company's interest rate swap liability. The prior year
   includes interest income of $556,000, 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 $638,000 for
   the first nine months of 2003, as compared to $1,930,000 in the prior year.
   Interest expense decreased primarily as a result of lower interest rates and
   debt levels.








                                       12
<PAGE>

   Income tax expense (benefit). The Company recorded an income tax benefit of
   $159,000 in the first nine months of 2003 as compared to a $5.2 million
   benefit in the prior year. The prior year's benefit was as a result of
   changes in Federal tax laws, which allow the carryback of net operating
   losses for five years.

   Net income (loss) available for common shareholders. Net loss available for
   common shareholders was $1.5 million, or $.26 per share, in the first nine
   months of 2003, as compared to net income of $768,000, or $.13 per share, in
   the prior year. Net income (loss) available for common shareholders is
   calculated by subtracting dividends on preferred stock of $1026,000 and
   $1009,000 for 2003 and 2002, respectively. Net income available for common
   shareholder excluding Motor Products for the prior year was $514,000 or $.09
   per share.

   Liquidity and Capital Resources

   Cash and cash equivalents were $541,000 at July 27, 2003. The Company had
   negative working capital of $5.4 million at July 27, 2003, as compared to
   negative working capital of $5.4 million at October 27, 2002. Net cash
   provided by operating activities of continuing operations was $1.9 million
   for the nine months ended July 27, 2003, as compared to net cash provided by
   operating activities from continuing operations of $5.0 million in the
   comparable period.

   Cash flows provided by investing activities from continuing operations
   included $134,000 for capital expenditures for equipment. The Company
   currently plans to invest approximately $40,000 during the remainder of
   fiscal 2003. Management anticipates funding capital expenditures with cash
   from operations and borrowings under the Company's revolving credit facility.

   Net cash used in financing activities from continuing operations included net
   repayments of $2,450,000 under the Company's revolving credit agreement, and
   debt repayments of $190,000.

   At July 27, 2003, $4.5 million was outstanding under the Company's revolving
   credit facility. The Company has experienced a significant downturn in its
   operating results over the past four years and starting at the end of fiscal
   2000, was out of compliance with covenants under its bank credit facility. In
   February 2001, the Company entered into an amendment to its bank credit
   facility agreement, wherein the lenders agreed to forbear from exercising
   their rights and remedies under the facility in connection with such
   non-compliance until February 15, 2002, at which time the facility was to
   mature. This amendment to the bank credit facility required reductions in the
   outstanding balance under the facility during calendar 2001 and modified the
   interest rates charged. The amendment required additional collateral,
   effectively all of the assets of the Company, and additional reporting
   requirements, as well as the addition of a covenant requiring minimum
   operating profits. The amendment also required the suspension of principal
   and interest payments on subordinated debt, with an aggregate outstanding
   balance of $2.1 million as of October 28, 2001. Furthermore, the amendment to
   the facility prohibits the payment of preferred or common stock dividends and
   prohibits the Company from purchasing its stock. Beginning in August 2001,
   the Company was out of compliance with its minimum operating profit covenant.
   In February 2002, the Company entered into a further amendment to the
   facility, which extended the maturity date to December 31, 2002, required
   further reductions in the outstanding balance under the facility, based on
   expected future asset sales, increased the interest rate charged and replaced
   the minimum operating profit covenant with a minimum EBITDA covenant. In
   December 2002, the Company entered into a further amendment to the facility,
   which extends the maturity date to December 31, 2003. This amendment requires









                                       13
<PAGE>

   further reductions in the outstanding balance under the facility, based on
   expected future asset sales and cash flow generated from operations, and
   extended and adjusted the minimum EBITDA covenant for 2003. At the beginning
   of the second quarter of 2003, management realized that the EBITDA covenant
   would be violated in the future and entered into negotiations with the
   Company's lenders to further modify the minimum EBITDA covenant. In April
   2003, the Company entered into a further amendment to the facility, which
   adjusted the minimum EBITDA required under the covenant. Borrowings under the
   facility are charged interest at the Prime Rate plus 2.75% (6.75% at July 27,
   2003).

   Management intends to dispose of or liquidate its remaining non-operating
   asset, the real estate at the Company's former Snowmax subsidiary. Management
   believes that available cash and cash equivalents, cash flows from operations
   and available borrowings under the Company's bank credit facility will be
   sufficient to fund the Company's operating activities, investing activities
   and debt maturates for fiscal 2003.

   In anticipation of management's belief that the Company would be unable to
   remain in compliance with certain of its bank covenant requirements
   throughout fiscal 2003, management entered into and has successfully
   negotiated with the Company's lenders a waiver of the minimum EBITDA covenant
   through the end of fiscal 2003. It is management's intent to refinance the
   Company's bank credit facility prior to its maturity in December 2003. There
   can be no assurance, however, that management's plans for refinancing will be
   successfully executed.

   The Company has an interest rate swap agreement with one of its banks with a
   notional amount of $4,550,000. The Company entered into the interest rate
   swap agreement 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.

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

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

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






                                       14
<PAGE>

   o   The Company's common stock was delisted from the Nasdaq SmallCap Market
       effective with the close of business July 8, 2003 as a result of the
       market value of the Company's publicly held shares falling below
       $1,000,000. The Company's common stock is currently trading on the OTC
       Bulletin Board ("OTCBB"). Among other consequences, the delisting from
       the Nasdaq SmallCap Market, and trading on the OTCBB, may cause a decline
       in the stock price, reduced liquidity in the trading market for the
       common stock and difficulty in obtaining future financing.

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

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

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

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

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

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

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

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

   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.













                                       15
<PAGE>

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



























                                       16
<PAGE>



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   The Company uses a bank credit facility, industrial revenue bonds and term
   loans to finance a significant portion of its operations. These on-balance
   sheet financial instruments, to the extent they provide for variable rates of
   interest, expose the Company to interest rate risk resulting from changes in
   the prime rate. The Company uses 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 bank credit facility, industrial revenue bonds and
   term loans in effect at July 27, 2003. 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 maturaties, 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
                                   2003      2004       2005     2006     2007    Thereafter at Maturity   7/27/2003
                                  ------     -----      ----     ----     ----    ---------- -----------  ----------
   <S>                            <C>        <C>        <C>      <C>      <C>     <C>        <C>          <C>
   Debt:
       Fixed rate                 $1,592     $ 258      $ 92     $ 96     $  8       $ -        $2,046       $2,046
       Average interest rate        8.9%      6.6%      5.0%     5.0%     5.0%
       Variable rate              $5,050     $ 600      $600     $900     $900       $950       $9,000       $9,000
       Average interest rate        6.9%      2.8%      2.8%     2.8%     2.8%       2.8%

   Interest rate swap agreements:
       Variable to fixed swaps    $4,550     $ -        $ -      $ -      $ -        $ -        $4,550       $  (25)
       Average pay rate              4.2
       Average receive rate          0.8
</TABLE>




ITEM 4. CONTROLS AND PROCEDURES

   The Company's Chief Executive Officer (the principal executive officer,
   principal financial officer and principal accounting officer), after
   evaluating the effectiveness of the Company's disclosure controls and
   procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
   Exchange Act of 1934) as of the end of the period covered by this quarterly
   report, has concluded that the Company's disclosure controls and procedures
   are effective to ensure that information required to be disclosed by the
   Company in the reports that it files under the Securities Exchange Act of
   1934 is recorded, processed, summarized and reported within the time periods
   specified in rules and forms of the Securities and Exchange Commission.











                                       17
<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
$3,691,000.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

10.32             Eighteenth Amendment to the Amended and Restated Credit
                  Agreement by and among Owosso Corporation, its subsidiaries,
                  Bank One and PNC Bank, N.A., effective September 10, 2003.

11                Computation of Per Share Earnings

31.1              Certification of Chief Executive Officer (the principal
                  executive officer, principal financial officer and principal
                  accounting officer) pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 302 of the Sarbanes Oxley Act of
                  2002.


32.1              Certification of Chief Executive Officer (the principal
                  executive officer, principal financial officer and principal
                  accounting officer) pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes Oxley Act of
                  2002.

(b)      Form 8-K

The Company filed a report on 8-K dated July 8, 2003, disclosing that The Nasdaq
Stock Market, Inc. had informed Owosso Corporation that its common stock would
be delisted from the Nasdaq SmallCap Market effective with the close of business
on Tuesday, July 8, 2003. The delisting was a result of the market value of
Owosso's publicly held shares falling below $1,000,000.







                                       18
<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:    September 9, 2003            By: /s/ George B. Lemmon, Jr.
                                                   -------------------------
                                                   George B. Lemmon, Jr.
                                                   President, Chief Executive
                                                   Officer, and chairman