<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 28, 2002   Commission file number: 0-25066



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



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


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


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




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


As of June 7, 2002, 5,874,345 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.

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



<PAGE>


<TABLE>
<CAPTION>
OWOSSO CORPORATION
TABLE OF CONTENTS
---------------------------------------------------------------------------------------------------


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


         Item 1.           Financial Statements

                           Condensed Consolidated Statements of Operations                       3
                           for the three and six months ended April 28, 2002 and
                           April 29, 2001 (unaudited)

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

                           Condensed Consolidated Statements of Cash Flows                       5
                           for the six months ended April 28, 2002 and
                           April 29, 2001 (unaudited)

                           Notes to Condensed Consolidated Financial Statements                  6
                           (unaudited)


PART II - OTHER INFORMATION:

         Item 2.           Management's Discussion and Analysis of                               12
                           Financial Condition and Results of Operations

         Item 3.           Quantitative and Qualitative Disclosures about Market Risks           18

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

</TABLE>






                                        2
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------------

                                                                        Three Months Ended             Six Months Ended
                                                                  ----------------------------      ----------------------------
                                                                   April 28,        April 29,        April 28,        April 29,
                                                                     2002             2001             2002              2001
<S>                                                               <C>              <C>              <C>              <C>
Net sales                                                         $11,107,000      $14,438,000      $20,100,000      $28,561,000

Cost of products sold                                               9,232,000       11,488,000       17,170,000       23,034,000
                                                                  -----------      -----------      -----------      -----------
Gross profit                                                        1,875,000        2,950,000        2,930,000        5,527,000

Selling, general and administrative expenses                        1,810,000        2,292,000        3,920,000        5,070,000
                                                                  -----------      -----------      -----------      -----------
Income (loss) from operations                                          65,000          658,000         (990,000)         457,000

Interest expense                                                      485,000          973,000          985,000        2,421,000

Other (income) expense                                               (113,000)        (102,000)        (113,000)        (104,000)
                                                                  -----------      -----------      -----------      -----------
Income (loss) from continuing operations
     before income taxes                                             (307,000)        (213,000)      (1,862,000)      (1,860,000)

Income tax expense (benefit)                                       (4,758,000)         (53,000)      (4,758,000)        (569,000)
                                                                  -----------      -----------      -----------      -----------
Income (loss) from continuing operations                            4,451,000         (160,000)       2,896,000       (1,291,000)

Income (loss) from discontinued operations, net of
     income taxes                                                          --         (671,000)              --       (1,361,000)
                                                                  -----------      -----------      -----------      -----------
Income (loss) before cumulative effect
     of accounting change                                           4,451,000         (831,000)       2,896,000       (2,652,000)

Cumulative effect of accounting change
     (net of tax of $34,000)                                               --               --               --          (67,000)
                                                                  -----------      -----------      -----------      -----------
Net income (loss)                                                   4,451,000         (831,000)       2,896,000       (2,719,000)

Dividends and accretion on preferred stock                           (336,000)        (328,000)        (671,000)        (654,000)
                                                                  -----------      -----------      -----------      -----------
Net income (loss) available
     for common stockholders                                      $ 4,115,000      $(1,159,000)     $ 2,225,000      $(3,373,000)
                                                                  -----------      -----------      -----------      -----------
Basic and diluted income (loss) per common share:
     Income (loss) from continuing operations                     $      0.70      $     (0.08)     $      0.38      $     (0.33)
     Income (loss) from discontinued operations                            --            (0.11)              --            (0.23)
     Cumulative effect of account change, net                              --               --               --            (0.01)
                                                                  -----------      -----------      -----------      -----------
Net income (loss) per share                                       $      0.70      $     (0.20)     $      0.38      $     (0.58)
                                                                  ===========      ===========      ===========      ===========
Weighted average number of
     common shares outstanding
          Basic                                                     5,874,000        5,866,000        5,874,000        5,858,000
                                                                  ===========      ===========      ===========      ===========
          Diluted                                                   5,874,000        5,866,000        5,874,000        5,858,000
                                                                  ===========      ===========      ===========      ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------------

                                                              April 28,     October 28,
                                                                2002           2001
ASSETS                                                       (Unaudited)    (See Note)
<S>                                                          <C>           <C>
CURRENT ASSETS:
       Cash and cash equivalents                             $   250,000   $   200,000
       Receivables, net                                        6,449,000     6,061,000
       Inventories, net                                        4,071,000     4,815,000
       Net assets held for sale                                1,070,000     1,181,000
       Net assets of discontinued operations held for sale     1,078,000     1,078,000
       Prepaid expenses and other                                688,000     1,446,000
       Tax refund receivable                                     324,000     1,696,000
       Deferred taxes                                            413,000     2,453,000
                                                             -----------   -----------
            Total current assets                              14,343,000    18,930,000

PROPERTY, PLANT AND EQUIPMENT, NET                            10,680,000    11,874,000
GOODWILL, NET                                                  9,061,000     9,395,000
OTHER INTANGIBLE ASSETS, NET                                   5,417,000     5,614,000
OTHER ASSETS                                                     468,000       581,000
                                                             -----------   -----------

TOTAL ASSETS                                                 $39,969,000   $46,394,000
                                                             -----------   -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable - trade                              $ 3,418,000   $ 3,350,000
       Accrued expenses                                        4,290,000     6,139,000
       Related party debt                                                      400,000
       Current portion of long-term debt                      19,356,000    23,684,000
                                                             -----------   -----------

            Total current liabilities                         27,064,000    33,573,000

LONG-TERM DEBT, LESS CURRENT PORTION                           5,418,000     5,520,000

COMMON STOCK PUT OPTION                                          600,000       600,000

POSTRETIREMENT BENEFITS AND OTHER LIABILITIES                  3,045,000     3,532,000

DEFERRED TAXES                                                 1,214,000     2,766,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                           2,628,000       403,000
                                                             -----------   -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $39,969,000   $46,394,000
                                                             ===========   ===========
</TABLE>
Note: the balance sheet at October 28, 2001 has been condensed from the audited
      financial statements at that date.

See notes to condensed consolidated financial statements.




                                        4
<PAGE>
<TABLE>
<CAPTION>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
---------------------------------------------------------------------------------------------------
                                                                             Six Months Ended
                                                                      -----------------------------
                                                                         April 28,      April 29,
                                                                           2002           2001
<S>                                                                   <C>             <C>
OPERATING ACTIVITIES:
       Net income (loss)                                              $  2,896,000    $ (2,719,000)
       (Income) loss from discontinued operations                                        1,361,000
       Adjustments to reconcile net income (loss) to cash
            provided by (used in) operating activities:
            Depreciation                                                 1,324,000       1,404,000
            Amortization                                                   534,000         534,000
            Other                                                          203,000         173,000
            Changes in operating assets and liabilities                   (729,000)       (267,000)
                                                                      ------------    ------------

       Net cash provided by (used in) continuing operations              4,228,000         486,000
       Net cash used in discontinued operations                                         (5,180,000)
                                                                      ------------    ------------
       Net cash provided by (used in) operating activities               4,228,000      (4,694,000)
                                                                      ------------    ------------

INVESTING ACTIVITIES:
       Proceeds from the sale of businesses                                              5,996,000
       Purchases of property, plant and equipment                         (197,000)       (412,000)
       Other                                                               848,000         559,000
                                                                      ------------    ------------

       Net cash provided by continuing operations                          651,000       6,143,000
       Net cash provided by discontinued operations                                     10,559,000
                                                                      ------------    ------------
       Net cash provided by investing activities                           651,000      16,702,000
                                                                      ------------    ------------

FINANCING ACTIVITIES:
       Net borrowings from (payments on) revolving credit agreement     (4,300,000)    (11,100,000)
       Payments on long-term debt                                         (129,000)       (377,000)
       Payments on related party debt                                     (400,000)       (150,000)
       Dividends paid                                                                     (142,000)
       Other                                                                               (53,000)
                                                                      ------------    ------------

       Net cash used in continuing operations                           (4,829,000)    (11,822,000)
       Net cash used in discontinued operations                                           (136,000)
                                                                      ------------    ------------
       Net cash used in financing activities                            (4,829,000)    (11,958,000)
                                                                      ------------    ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   50,000          50,000

CASH AND CASH EQUIVALENTS, BEGINNING                                       200,000         491,000
                                                                      ------------    ------------
CASH AND CASH EQUIVALENTS, ENDING                                     $    250,000    $    541,000
                                                                      ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Interest paid                                                  $  1,733,000    $  1,899,000
                                                                      ============    ============
       Taxes paid (refunded)                                          $ (6,198,000)   $    203,000
                                                                      ============    ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
     FINANCING ACTIVITIES:
       Dividends payable                                              $  1,987,000    $    654,000
                                                                      ============    ============
</TABLE>


See notes to condensed consolidated financial statements.



                                        5
<PAGE>

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

1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company - The condensed consolidated financial statements represent
         the consolidated financial position, results of operations and cash
         flows of Owosso Corporation and its subsidiaries (the "Company"). The
         Company currently operates in only one business segment.

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

         The Company's former Other segment consisted of Cramer Company
         ("Cramer"). The Company completed the sale of the assets associated
         with the timer and switch line of Cramer on December 4, 2000. The
         Company disposed of substantially all of the remaining Cramer assets in
         a separate transaction completed on September 23, 2001. The Company
         intends to dispose of the remaining Cramer asset in fiscal 2002.
         Accordingly, such asset has been included in net assets held for sale
         in the condensed consolidated balance sheets.

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

         Financial Statements - The condensed consolidated balance sheet as of
         April 28, 2002 and the condensed consolidated statements of operations
         and cash flows for the three and six months ended April 28, 2002 and
         April 29, 2001 have been prepared by the Company, without audit. In the
         opinion of management, all adjustments (which include only normal
         recurring adjustments) considered necessary to present fairly the
         financial position, results of operations and cash flows as of April
         28, 2002 and for all periods presented have been made. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted. These financial statements
         should be read in conjunction with the consolidated financial
         statements and notes thereto included in the Company's October 28, 2001
         Annual Report on Form 10-K.

         Reclassifications - Certain reclassifications were made to the 2001
         condensed consolidated financial statements to conform to the 2002
         classifications.

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






                                        6
<PAGE>

         Comprehensive income - The Company presents comprehensive income (loss)
         as a component of shareholders' equity. The components of comprehensive
         income are as follows:
<TABLE>
<CAPTION>
                                                      Three Months Ended          Six Months Ended
                                                   ------------------------   -------------------------
                                                    April 28,    April 29,     April 28,      April 29,
                                                      2002         2001           2002           2001
<S>                                                <C>           <C>          <C>          <C>
Net income (loss)                                  $4,451,000    $(831,000)   $2,896,000   $ (2,719,000)

Foreign currency translation                                       (38,000)                     (51,000)
                                                   ----------    ---------    ----------   ------------
Total comprehensive income (loss)                  $4,451,000    $(869,000)   $2,896,000   $ (2,770,000)
                                                   ==========    =========    ==========   ============
</TABLE>

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

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

2.       LIQUIDITY AND FINANCING

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





                                        7
<PAGE>

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

3.       DISCONTINUED OPERATIONS

         Sooner Trailer- On January 24, 2001, the Company completed the sale of
         the stock of Sooner Trailer to the McCasland Investment Group and
         certain members of Sooner Trailer's management for cash of $11,500,000,
         subject to certain post-closing adjustments based on changes in working
         capital, plus the assumption of debt of approximately $670,000. In May
         2001, the Company received approximately $2,000,000 related to such
         post-closing adjustments. In connection with the anticipated sale, the
         Company recognized a loss of $8,600,000 in the fourth quarter of 2000
         to adjust the carrying value of Sooner Trailer's assets to their
         estimated fair value based on an expected sales price. No additional
         gain or loss was recorded upon completion of the sale.

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

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






                                        8
<PAGE>

         Revenues from discontinued operations were $7,850,000 and $20,462,000
         for the three and six months April 29, 2001, respectively.

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

4.       NET ASSETS HELD FOR SALE

         On December 4, 2000, the Company completed the sale of the assets
         associated with the timer and switch line of Cramer to Capewell
         Components, LLC of South Windsor, Connecticut for cash of approximately
         $2,000,000, plus the assumption of approximately $400,000 in
         liabilities. In connection with the sale of the timer and switch line
         and the anticipated sale of the remainder of the assets of Cramer, the
         Company recorded, in the fourth quarter of fiscal 2000, a pre-tax
         charge of $1,600,000 to adjust the carrying value of Cramer's assets to
         their estimated fair value, based upon an estimated sales price of the
         assets. On September 23, 2001, the company sold substantially all of
         the remaining assets of Cramer to the Chestnut Group of Wayne,
         Pennsylvania for cash proceeds of $565,000, plus the assumption of
         $317,000 in liabilities. In connection with such sale, the Company
         recorded a further adjustment to the carrying value of the Cramer
         assets resulting in a pre-tax charge of $1,100,000, recorded in the
         third fiscal quarter of 2001. Net assets held for sale represents the
         carrying value of the Cramer building, the only remaining Cramer asset.

     5.  INVENTORIES

                                                 April 28,         October 28,
                                                   2002               2001

Raw materials and purchased parts               $1,749,000         $1,858,000
Work in process                                  1,583,000          1,662,000
Finished goods                                     739,000          1,295,000
                                                ----------         ----------
Total                                           $4,071,000         $4,815,000
                                                ==========         ==========


6.       LONG-TERM DEBT

         At October 29, 2000, the Company was not in compliance with covenants
         under its revolving credit facility. As a result, in February 2001, the
         Company entered into an amendment to its revolving credit facility,
         wherein the lenders agreed to forbear from exercising their rights and
         remedies under the facility in connection with such non-compliance
         until February 15, 2002, at which time the facility was to mature. The
         amendment to the revolving credit facility, which has been further
         amended since February 2001, called for reductions in the outstanding
         balance during calendar 2001, modified the interest rates charged and
         required additional collateral and reporting requirements. The
         amendment also required the suspension of principal and interest
         payments on subordinated debt, with an aggregate outstanding balance of
         $2.0 million at April 28, 2002, and prohibits the payment of preferred
         or common stock dividends. In addition, the amendment required the
         Company to maintain minimum operating profits. Beginning in August
         2001, the Company was not in compliance with the minimum operating
         profit covenant. In February 2002, the Company entered into a further
         amendment to the facility which extends the maturity date to December
         31, 2002. This amendment calls for further reductions to the
         outstanding balance based on expected future asset sales. In addition,
         the interest rate was modified so that borrowings under the facility
         are charged interest of the Prime Rate plus 1.75% through June 30,
         2002. Beginning July 1, 2002, borrowings under the facility will be
         charged interest of the Prime Rate plus 2.75%. At April 28, 2002,
         $17,700,000 was outstanding under the facility and $5,609,000 was
         available for additional borrowing. Subsequent to April 28, 2002, the
         facility was further amended, resulting in a $3,600,000 reduction of
         the facility. It is management's intent to refinance the Company's
         revolving credit facility prior to its maturity in December 2002.
         However, there can be no assurance that management's plans will be
         successfully executed.



                                        9
<PAGE>

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

         Derivative Interest Rate Contracts - The Company has two interest rate
         swap agreements, each with a $7,500,000 notional amount, maturing in
         July 2002. The Company receives floating interest rate payments at the
         three month London Interbank Offered Rate (1.98% at April 28, 2002) in
         exchange for the payment of quarterly fixed interest rate payments of
         7.0675% and 7.09% over the life of the agreements. In addition, the
         Company has an interest rate swap agreement with one of its banks with
         a notional amount of $4,850,000. The agreement requires the Company to
         make quarterly fixed payments on the notional amount at 4.22% through
         October 2003 in exchange for receiving payments at the BMA Municipal
         Swap Index (1.50% at April 28, 2002). The Company entered into these
         interest rate swap agreements to change the fixed/variable interest
         rate mix of its debt portfolio to reduce the Company's aggregate risk
         to movements in interest rates. Such swap agreements do not meet the
         stringent requirements for hedge accounting under SFAS No. 133.
         Accordingly, changes in the fair value of such agreements are recorded
         in the Consolidated Statement of Operations as a component of interest
         expense. The fair market value of the swap agreement liability
         decreased to $294,000 at April 28, 2002, resulting in a credit to
         interest income of $405,000 for the six months ended April 28, 2002.
         The fair market value of the swap agreement liability increased to
         $554,000 at April 29, 2001, resulting in a charge to interest expense
         of $453,000.

     7.  COMMITMENTS AND CONTINGENCIES

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

         The Company is a party to a consent decree with the State of
         Connecticut pursuant to which it has agreed to complete its
         environmental investigation of the site on which its Cramer facility
         was previously located and conduct any remedial measures which may be
         required. Based upon the amounts recorded as liabilities, the Company
         does not believe that the ultimate resolution of this matter will have
         a material adverse effect on the consolidated financial results of the
         Company.

         In addition to the matters reported herein, the Company is involved in
         litigation dealing with a number of 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>

     8.  SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                              Three Months Ended                       Six Months Ended
                                                         ------------------------------        ------------------------------
                                                          April 28,          April 29,          April 28,           April 29,
                                                            2002                2001              2002                2001
<S>                                                      <C>                <C>                <C>                <C>
Net sales:
Motors                                                   $11,107,000        $13,669,000        $20,100,000        $26,727,000
Other                                                                           769,000                             1,834,000
                                                         -----------        -----------        -----------        -----------
     Total net sales                                     $11,107,000        $14,438,000        $20,100,000        $28,561,000
                                                         ===========        ===========        ===========        ===========

Income (loss) from operations:
Motors                                                   $   571,000        $ 1,571,000        $   323,000        $ 2,674,000
Other                                                         44,000           (136,000)            44,000           (273,000)
Corporate (1)                                               (550,000)          (777,000)        (1,357,000)        (1,944,000)
                                                         -----------        -----------        -----------        -----------

     Total income (loss) from operations                 $    65,000        $   658,000        $  (990,000)       $   457,000
                                                         ===========        ===========        ===========        ===========
</TABLE>
(1)  Includes unallocated corporate expenses, primarily salaries and benefits,
     information technology and other administrative expenses.


         The Company derives substantially all of its revenues from within the
         United States. Identifiable assets of the segments are not materially
         different from amounts disclosed in the Company's 2001 Annual Report on
         Form 10-K. Information about interest expense, other income and income
         taxes is not provided on a segment level. The accounting policies of
         the segments are the same as those described in the summary of
         significant accounting policies and in the Company's 2001 Annual Report
         on Form 10-K.

9.       INCOME TAX REFUND

         The Company recorded an income tax benefit in the second quarter of
         2002 of $4.8 million to record the benefit of refund claims as a result
         of recent changes in Federal tax laws, which allow the carryback of net
         operating losses for five years. The Company received $4.6 million of
         the refund in the second quarter. All of the refund received was
         utilized to pay down the Company's revolving credit facility.










                                       11
<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 28, 2002 and the results of operations for the
         three and six months ended April 28, 2002 and April 29, 2001. This
         discussion should be read in conjunction with the financial statements
         included elsewhere herein and the Management's Discussion and Analysis
         and Financial Statement sections of the Company's Annual Report on Form
         10-K to which the reader is directed for additional information.

         General

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

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

         Management of the Company has taken a series of steps intended to
         stabilize and improve the operating results including the
         implementation of cost and personnel reductions at the corporate office
         throughout fiscal 2001 and reductions in fixed costs at the remaining
         operating units, commensurate with reductions in sales volumes. In
         October 2001, the Company's corporate personnel were reduced from nine
         individuals to four and the Company's president and chief executive
         officer agreed to a 20% reduction in salary. Effective February 15,
         2002, the corporate function was merged and absorbed by the Company's
         Stature Electric subsidiary. The elimination of the corporate office is
         expected to save $3.5 million during fiscal 2002 compared to fiscal
         2001. In connection with its long-term plans an in order to reduce its
         obligation under its revolving credit facility, the Company completed
         the sale of Dura-Bond Bearing Company ("Dura-Bond") and Sooner Trailer
         Manufacturing Company ("Sooner Trailer"), the sale of substantially all
         of the assets of Cramer Company ("Cramer") and substantially all the
         assets of the Company's Coils segment. Management intends to dispose of
         additional assets during fiscal 2002, including real estate at the
         Company's former Cramer and Snowmax Incorporated ("Snowmax")
         subsidiaries, and the Company's Motor Products-Owosso Corporation
         ("Motor Products") and Motor Products-Ohio Corporation ("MP-Ohio")
         subsidiaries. Proceeds from these sales, which are expected to be
         between $12.0 and $14.0 million, will be utilized to reduce the
         Company's revolving credit facility. The Company is currently engaged
         in negotiations for the sale of both Motor Products and MP-Ohio,
         although no definitive sale agreement is currently in place. Management
         believes that, along with the sale of assets, available cash and cash
         equivalents, cash flows from operations and available borrowings under
         the Company's revolving credit facility will be sufficient to fund the
         Company's operating activities, investing activities and debt
         maturities for fiscal 2002. In addition, management believes that the
         Company will be in compliance with its debt covenant requirements
         throughout fiscal 2002. It is management's intent to refinance the
         Company's revolving credit facility prior to its maturity on December
         31, 2002. However, there can be no assurance that management's plans
         will be successfully exeuted.






                                       12
<PAGE>

         Three months ended April 28, 2002 compared to three months ended April
         20, 2001

         Net sales. Net sales for the second quarter of 2002 decreased 23.1%, or
         $3.3 million, to $11.1 million, as compared to net sales of 14.4
         million in the prior year quarter. Net sales from Motors, the Company's
         only remaining segment, decreased 18.7% to $11.1 million in 2002, from
         13.7 million in 2001. Although improved over the first quarter of
         fiscal 2002, the general economic slowdown continued to effect the
         Company's primary markets, particularly the heavy truck and
         recreational vehicle markets. Pricing pressures and increased Pacific
         Rim competition in the healthcare market also continues to adversely
         affect the Company's results. The quarter results also include the
         effect of disposing of Cramer in 2001, which was included in the
         Company's Other segment. Sales attributable to Cramer were $769,000 in
         the second quarter of 2001.

         Income from operations. For the second quarter of fiscal 2002, the
         Company reported income from operations of $65,000 as compared to
         $658,000 in the prior year second quarter. The Motors segment reported
         income from operations of $571,000, or 5.1% of net sales, in the second
         quarter of 2002, as compared to $1.6 million, or 11.5% of net sales, in
         the prior year quarter. These results reflect decreased sales volume
         and decreased margins caused by price pressures and changes in product
         mix, as well as the under absorption of overhead costs, partially
         offset by a 6.6%, or $90,000, decrease in selling, general and
         administration expenses.

         In April 2002, union employees of the Company's Motor Products
         subsidiary agreed to modify their collective bargaining agreement,
         allowing a two-tiered compensation and benefits arrangement. In May
         2002, the Company announced that it would be closing its MP - Ohio
         facility and consolidating the production from that facility to the
         Motor Products facility located in Michigan. Management expects cost
         savings from the consolidation to be approximately $600,000 annually,
         exclusive of one-time costs related to the move of approximately
         $200,000 to be recorded in the third quarter of 2002.

         Income from operations for the Company's Other segment was $44,000 for
         the second quarter of 2002 and represents lease income on the former
         Cramer building. Management expects to continue to receive lease income
         on this property only through the third quarter of 2002, at which time
         the current tenant is expected to vacate the property. Management
         intends to dispose of this property in fiscal 2002. The prior year
         quarter reflects the operating results of Cramer, which reported a loss
         from operations of $136,000.

         Unallocated corporate expenses included in selling, general and
         administrative costs were $550,000 in the second quarter of 2002, as
         compared to $777,000 in the prior year second quarter. This decrease
         primarily reflects reductions in personnel at the corporate office.

         Interest expense. Interest expense was $485,000 for the second quarter
         of fiscal 2002, as compared to $973,000 in the prior year quarter. The
         current year quarter includes income of $203,000 resulting from a
         decrease in the fair market value of the Company's interest rate swap
         liability. The prior year quarter includes interest expense of $99,000,
         resulting from an increase 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 $688,000 for the second
         quarter of 2002, as compared to $874,000 in the prior year quarter.
         Interest expense decreased primarily as a result of lower debt levels.





                                       13
<PAGE>

         Income tax expense (benefit). The Company recorded an income tax
         benefit in the second quarter of fiscal 2002 of $4.8 million to record
         the benefit of refund claims as a result of recent changes in Federal
         tax laws, which allow the carryback of net operating losses for five
         years.

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

         For the second quarter of 2001, the Company recorded a loss from
         discontinued operations of $671,000 (net of a tax benefit of $14,000).
         Revenues from discontinued operations were $7.8 million.

         Net income (loss) available for common shareholders. Net income
         available for common shareholders was $4.1 million, or $.70 per share,
         in the second quarter of fiscal 2002, as compared to a net loss of $1.2
         million, or $.20 per share, in the prior year quarter. The current year
         results reflect the income tax benefit recorded as a result of recent
         tax law changes. Income or loss available for common shareholders is
         calculated by subtracting dividends on preferred stock of $336,000 and
         $328,000 for 2002 and 2001, respectively.

         Six months ended April 28, 2002 compared to six months ended April 29,
         2001

         Net sales. Net sales for the first six months of 2002 decreased 29.6%,
         or $8.5 million, to $20.1 million, as compared to net sales of $28.6
         million in the prior year. Net sales from Motors, the Company's only
         remaining segment, decreased 24.8% to $20.1 million in 2002, from $26.7
         million in 2001, as a result of both price reduction and the general
         economic slowdown. These results also include the effect of disposing
         of Cramer in 2001, and which was included in the Company's Other
         segment. Sales attributable to Cramer were $1.8 million in the first
         six months of 2001.

         Income from operations. For the first six months of 2002, the Company
         reported a loss from operations of $990,000 as compared to income from
         operations of $457,000 in the prior year period. The Motors segment
         reported income from operations of $323,000, or 1.6% of net sales, in
         2002, as compared to $2.7 million, or 10.0% of net sales, in the prior
         year period. These results reflect decreased sales volume and decreased
         margins caused by price pressures and changes in product mix, as well
         as the under absorption of overhead costs, partially offset by a
         $181,000 or 6.6% reduction in selling, general and administrative
         expenses.

         Income from operations for the Company's Other segment was $44,000 for
         the first six months of 2002 and represents lease income on the former
         Cramer building. The prior year quarter results include the results of
         operations of Cramer, which reported a loss from operations of
         $137,000.

         Unallocated corporate expenses included in selling, general and
         administrative costs were $1.4 million in the first six months of 2002,
         as compared to $1.9 million in the prior year period. This decrease
         primarily reflects reductions in personnel at the corporate office.

         Interest expense. Interest expense was $985,000 for the first six
         months of 2002, as compared to $2.4 million in prior year period. The
         current year period includes income of $405,000 resulting from a
         decrease in the fair market value of the Company's interest rate swap
         liability. The prior year includes interest expense of $453,000,
         resulting from an increase 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 $1.4 million for the
         current period, as compared to $2.0 million in the prior year. Interest
         expense decreased primarily as a result of lower debt levels.






                                       14
<PAGE>

         Income tax expense (benefit). The Company recorded an income tax
         benefit of $4.8 million for 2002 as a result of recent changes in
         Federal tax laws, which allow the carryback of net operating losses for
         five years.

         Loss from discontinued operations. Discontinued operations represent
         the operations of Sooner Trailer and the Coils segment.

         For the first six months of 2001, the Company recorded a loss from
         discontinued operations of $1.4 million (net of a tax benefit of
         $356,000). Revenues from discontinued operations for the period were
         $20.5 million.

         Net income (loss) available for common shareholders. Net income
         available for common shareholders was $2.2 million, or $.38 per share,
         in the first six months of 2002, as compared to a net loss of $3.4
         million, or $.58 per share, in the prior year period. Income or loss
         available for common shareholders is calculated by subtracting
         dividends on preferred stock of $671,000 and $654,000 for 2002 and
         2001, respectively.

         Liquidity and Capital Resources

         Cash and cash equivalents were $250,000 at April 28, 2002. The Company
         had negative working capital of $12.7 million at April 28, 2002, as
         compared to negative working capital of $14.6 million at October 28,
         2001. Net cash provided by operating activities of continuing
         operations was $4.2 million as compared to net cash provided by
         operating activities from continuing operations of $486,000 in the
         prior period.

         Cash flows provided by investing activities from continuing operations
         included $197,000 for capital expenditures for equipment. Cash flows
         provided by investing activities from continuing operations also
         includes approximately $763,000 received for asset sales in the prior
         year. The Company currently plans to invest approximately $550,000
         during the remainder of fiscal 2002. Management anticipates funding
         capital expenditures with cash from operations and proceeds from the
         Company's revolving credit facility.

         Net cash used in financing activities from continuing operations
         included net repayments of $4.3 million under the Company's revolving
         credit agreement, debt repayments of $129,000, and the payment in full
         of related party debt of $400,000.

         At April 28, 2002, $17.7 million was outstanding under the Company's
         revolving credit facility. As a result of noncompliance with covenants
         contained in its revolving credit facility at October 29, 2000, the
         Company, in February 2001, entered into an amendment to its revolving
         credit facility, wherein the lenders agreed to forbear from exercising
         their rights and remedies under the facility in connection with such
         non-compliance until February 15, 2002, at which time the facility was
         to mature. This amendment called for reductions in the outstanding
         balance during calendar 2001, modified the interest rates charged and
         required additional collateral and reporting requirements. The
         amendment also required the suspension of principal and interest
         payments on subordinated debt, with an aggregate outstanding balance of
         $2.0 million at April 28, 2002, and prohibits the payment of preferred
         or common stock dividends. In addition, the amendment required the
         Company to maintain minimum operating profits. Beginning in August
         2001, the Company was not in compliance with the minimum operating
         profit covenant. In February 2002, the company entered into a further
         amendment to the facility, which extends the maturity date to December
         31, 2002. This amendment calls for further reductions to the
         outstanding balance based on expected future asset sales. In addition,
         the interest rate was modified so that borrowings under the facility
         are charged interest at the Prime Rate plus 1.75% though June 30, 2002.
         Beginning July 1, 2002, borrowings under the facility will be charged
         interest at the Prime Rate plus 2.75%. At April 28, 2002, $5.6 million
         was available under the facility for additional borrowing. Subsequent
         to April 28, 2002, the facility was further amended, resulting in a
         $3.6 million reduction of the facility, due to the repayment made with
         the income tax refund received.





                                       15
<PAGE>

         The Company has interest rate swap agreements with its two banks with
         notional amounts totaling $19.9 million. The Company entered into these
         agreements to change the fixed/variable interest rate mix of its debt
         portfolio, in order to reduce the Company's aggregate risk from
         movements in interest rates. In that the Company's interest rate swap
         agreements do not meet the stringent requirements for hedge accounting
         under SFAS 133, future earnings could reflect greater volatility.


         Cautionary Statement for Purposes of the "Safe Harbor" Provisions of
         the Private Securities Litigation Reform Act of 1995

         The following information is provided pursuant to the "Safe Harbor"
         provisions of the Private Securities Litigation Reform Act of 1995.
         Certain statements in Management's Discussion and Analysis of this Form
         10-Q, including those which express "belief", "anticipation" or
         "expectation" as well as other statements which are not historical
         fact, are "forward-looking statements" made pursuant to these
         provisions. Such statements are subject to certain risks and
         uncertainties which could cause actual results to differ materially
         from those projected. Readers are cautioned not to place undue reliance
         on these forward-looking statements which speak only as of the date
         hereof. The Company undertakes no obligation to republish revised
         forward-looking statements to reflect events or circumstances after the
         date hereof or to reflect the occurrence of unanticipated events.

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

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

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

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





                                       16
<PAGE>

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

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

         o    The influence of foreign competition from low-cost areas of the
              world have affected and may continue to affect results of
              operations.

         o    The Company's results have been and can in the future 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.

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







                                       17
<PAGE>



         Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

         To the extent that the Company's financial instruments expose the
         Company to interest rate risk and market risk, they are presented in
         the table below. The table presents principal cash flows and related
         interest rates by year of maturity for the Company's revolving credit
         facility, industrial revenue bonds and term loans in effect at April
         28, 2002. For interest rate swaps, the table presents notional amounts
         and the related reference interest rates by year of maturity. Fair
         values included herein have been determined based upon (1) rates
         currently available to the Company for debt with similar terms and
         remaining maturities, and (2) estimates obtained from dealers to settle
         interest rate swap agreements. Note 6 to the condensed consolidated
         financial statements should be read in conjunction with the table below
         (dollar amounts in thousands).
<TABLE>
<CAPTION>


                                                        Year of Maturity                                  Fair Value
                              ------------------------------------------------------------   Total Due        at
                                2002      2003     2004     2005      2006    Thereafter      at Maturity    04/28/02
                                ----      ----     ----     ----      ----    ----------      -----------    --------
   <S>                        <C>        <C>       <C>      <C>       <C>       <C>               <C>          <C>
DEBT:
   Fixed rate                 $  1,356   $  308    $ 256    $ 176     $  95     $   33          $ 2,224      $  2,224
   Average interest rate          8.0%     8.0%     8.0%     8.0%      8.0%       8.0%
   Variable rate              $ 18,000   $  300    $ 600    $ 600     $ 600     $2,450          $22,550      $ 22,550
   Average interest rate          8.1%     2.8%     2.8%     2.8%      2.8%       2.8%


INTEREST RATE SWAP AGREEMENTS:
   Variable to fixed swaps    $ 15,000   $4,850    $   -    $   -     $   -     $    -          $19,850      $   (294)
   Average pay rate               7.1%     4.2%
   Average receive rate           1.9%     1.4%
</TABLE>







                                       18
<PAGE>



Part II.          OTHER INFORMATION

Item 2.           Changes in Securities and Use of Proceeds

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

Item 3.           Defaults Upon Senior Securities

Since February 2001, the Company has been prohibited from making dividend
payments on its Class A Convertible Preferred Stock in connection with
modifications to its revolving credit facility. As of the date of the filing of
this report, accrued dividends on the Class A Convertible Preferred Stock total
$1,987,000.

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

At the Company's Annual Meeting of Shareholders held on April 11, 2002, 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 27, 2002. In the
election of directors, 5,398,718 shares were voted in favor of the election of
George B. Lemmon, Jr., and 704,575 were withheld; 5,404,718 shares were voted in
favor of the election of John R. Reese and 698,575 were withheld; 5,404,718
shares were voted in favor of the election of Eugene P. Lynch and 698,575 were
withheld; 5,404,341 shares were voted in favor of the election of Ellen D.
Harvey and 698,952 were withheld; 5,404,968 shares were voted in favor of the
election of Harry E. Hill and 698,325 were withheld; 5,396,718 shares were voted
in favor of the election of James A. Ounsworth and 706,575 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 27,
2002, 6,098,443 shares were voted in favor.

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

10.22             Eleventh Amendment to the Amended and Restated Credit
Agreement by and among Owosso Corporation, its subsidiaries, Bank One, Michigan
and PNC Bank, N.A. effective May 16, 2002.

11                Computation of Per Share Earnings

(b)      Form 8-K

The Company filed a report on Form 8-K, dated April 18, 2002, to report under
Item 5 that the Company had received a letter from the Nasdaq Stock Market
indicating its intent to delist the Company's common stock from the Nasdaq
SmallCap Market. The Company also requested a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff determination. Such Form 8-K also
reported federal income tax refunds.





                                       19
<PAGE>



                                   SIGNATURES
                                   ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                               OWOSSO CORPORATION



         Date:    June 11, 2002            By: /s/ George B. Lemmon, Jr.
                                               -------------------------
                                               George B. Lemmon, Jr.
                                               President, Chief Executive
                                               Officer, Chief Financial Officer,
                                               and Director






                                       20
<PAGE>




                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.       Description                                                                    Page
-----------       -----------                                                                    ----
<S>               <C>                                                                            <C>
10.22             Eleventh Amendment to the Amended and Restated Credit                          A-1
                  Agreement by and among Owosso Corporation, its subsidiaries,
                  Bank One, Michigan and PNC Bank, N.A. effective May 16, 2002.

11                Computation of Per Share Earnings                                              B-1
</TABLE>