<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: April 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 June 10, 2003, 5,874,345 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.


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


<PAGE>


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

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


   Item 1.    Unaudited Financial Statements

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

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

              Condensed Consolidated Statements of Cash Flows                       5
              for the six months ended April 27, 2003 and
              April 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

</TABLE>


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

                                                         Three-Months Ended                     Six-Months Ended
                                                 ------------------------------------  -----------------------------------
                                                        April 27,         April 28,          April 27,         April 28,
                                                          2003              2002               2003               2002

<S>                                                  <C>                <C>                <C>               <C>
Net sales                                            $  4,423,000       $ 11,107,000       $ 9,024,000       $ 20,100,000

Costs of products sold                                  3,568,000          9,276,000         7,323,000         17,214,000
                                                      -----------       ------------       -----------       ------------

Gross profit                                              855,000          1,831,000         1,701,000          2,886,000

Selling, general and administrative expenses              928,000          1,653,000         1,856,000          3,763,000
                                                      -----------       ------------       -----------       ------------

(Loss) income from operations                             (73,000)           178,000          (155,000)          (877,000)

Interest expense                                          176,000            485,000           390,000            985,000
                                                      -----------       ------------       -----------       ------------

Loss before income taxes                                 (249,000)          (307,000)         (545,000)        (1,862,000)

Income tax benefit                                         84,000          4,758,000           146,000          4,758,000
                                                      -----------       ------------       -----------       ------------

Net (loss) income                                        (165,000)         4,451,000          (399,000)         2,896,000

Dividends on preferred stock                              342,000            336,000           683,000            671,000
                                                      -----------       ------------       -----------       ------------

Net (loss) income available
   for common shareholders                            $  (507,000)      $  4,115,000       $(1,082,000)      $  2,225,000
                                                      ===========       ============       ===========       ============

Net (loss) income per share                           $     (0.09)      $       0.70       $     (0.18)      $       0.38
                                                      ===========       ============       ===========       ============
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>
                                                                                             April 27,              October 27,
                                                                                               2003                    2002
                                                                                            (Unaudited)             (See Note)
<S>                                                                                              <C>                    <C>
ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                             $    103,000           $    524,000
       Receivables, net                                                                         2,487,000              3,111,000
       Inventories, net                                                                         1,771,000              1,906,000
       Net assets held for sale                                                                   800,000                800,000
       Prepaid expenses and other                                                                 263,000                690,000
       Tax refund receivable                                                                            -                919,000
       Deferred taxes                                                                             295,000                295,000
                                                                                         -----------------       ----------------

            Total current assets                                                                5,719,000              8,245,000

PROPERTY, PLANT AND EQUIPMENT, NET                                                              5,169,000              5,616,000
GOODWILL, NET                                                                                   8,405,000              8,405,000
OTHER INTANGIBLE ASSETS, NET                                                                    5,019,000              5,218,000
NET ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE                                               350,000                350,000
OTHER ASSETS                                                                                      124,000                136,000
                                                                                         -----------------       ----------------

TOTAL ASSETS                                                                                 $ 24,786,000           $ 27,970,000
                                                                                         =================       ================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable - trade                                                              $  1,499,000           $  2,025,000
       Accrued expenses                                                                         2,208,000              2,622,000
       Current portion of long-term debt                                                        7,594,000              8,951,000
                                                                                         -----------------       ----------------

            Total current liabilities                                                          11,301,000             13,598,000

LONG-TERM DEBT, LESS CURRENT PORTION                                                            4,467,000              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                                                               3,348,000              2,664,000
COMMITMENTS AND CONTINGENCIES
                                                                                         -----------------       ----------------

TOTAL LIABILITIES                                                                              21,616,000             23,718,000

SHAREHOLDERS' EQUITY                                                                            3,170,000              4,252,000
                                                                                         -----------------       ----------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                   $ 24,786,000           $ 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>

                                                                             Six Months Ended
                                                                       ------------------------------
                                                                         April 27,         April 28,
                                                                           2003              2002
<S>                                                                         <C>               <C>
OPERATING ACTIVITIES:
  Net Loss (income)                                                     $ (399,000)      $ 2,896,000

  Adjustments to reconcile net loss to net cash provided by operating
     activities:
           Depreciation                                                    533,000         1,324,000
           Amortization                                                    200,000           534,000
           Other                                                                 0           203,000
           Changes in operating assets and liabilities which
                 provided cash                                             896,000          (729,000)
                                                                        ----------       -----------
           Net cash provided by operating activities                     1,230,000         4,228,000
                                                                        ----------       -----------

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                               (87,000)         (197,000)
  Decrease in other assets                                                  12,000           848,000
                                                                        ----------       -----------
           Net cash (used in) provided by investing activities             (75,000)          651,000
                                                                        ----------       -----------

FINANCING ACTIVITIES:
  Net payments on line of credit                                        (1,450,000)       (4,300,000)
  Payments on long-term debt                                              (126,000)         (129,000)
  Payments on related party debt                                                 0          (400,000)
                                                                        ----------       -----------
           Net cash used in financing activities                        (1,576,000)       (4,829,000)
                                                                        ----------       -----------

NET (DECREASE) INCREASE IN
          CASH AND CASH EQUIVALENTS                                       (421,000)           50,000

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                $  103,000       $   250,000
                                                                        ==========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                       $  364,000       $ 1,733,000
                                                                        ==========       ===========
    Taxes refunded                                                      $1,155,000       $ 6,198,000
                                                                        ==========       ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
     Dividends payable                                                  $  683,000       $   671,000
                                                                        ==========       ===========
</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 both AC and
     DC, 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 April
     27, 2003 and the condensed consolidated statements of operations and cash
     flows for the three and six months ended April 27, 2003 and April 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 April 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.

     Comprehensive income (loss) - The Company presents accumulated other
     comprehensive income (loss) as a component of shareholders' equity. For the
     first six months of 2002 and 2003, total comprehensive income (loss)
     consisted solely of net income (loss).

     New 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


                                       6
<PAGE>


     December 15, 2001. The Company adopted SFAS No. 142 on October 28, 2002.
     The impact in the first six months of 2003 of discontinuing goodwill
     amortization was approximately $324,000. 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:
<TABLE>
<CAPTION>
                                                Three-Months Ended                        Six-Months Ended
                                        ----------------------------------     -------------------------------------
                                           April 27,          April 28,          April 27,            April 28,
                                             2003               2002                2003                2002
<S>                                           <C>                <C>                  <C>                <C>
Reported Net (loss) income available
     for common shareholders                 $ (507,000)      $ 4,115,000        $ (1,082,000)          $ 2,225,000
Add back: Goodwill amortization                       -           162,000                   -               324,000
                                        ----------------    --------------     ---------------    ------------------
Adjusted Net (loss) income                   $ (507,000)      $ 4,277,000        $ (1,082,000)          $ 2,549,000
                                        ================    ==============     ===============    ==================

Basic (Loss) income per share:
Reported Net (loss) income available
     for common shareholders                    $ (0.09)           $ 0.70             $ (0.18)               $ 0.38
Add back: Goodwill amortization                       -              0.03                   -                  0.06
                                        ----------------    --------------     ---------------    ------------------
Adjusted Net (loss) income                      $ (0.09)           $ 0.73             $ (0.18)               $ 0.43
                                        ================    ==============     ===============    ==================
</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 three years and 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. In addition, as further disclosed under Note 6 "Long-term Debt,"
     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 also 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


                                       7
<PAGE>

     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. Management believes that the
     Company will be able to remain in compliance with its bank covenant
     requirements throughout fiscal 2003. Borrowings under the facility are
     charged interest at the Prime Rate plus 2.75% (7.0% at April 27, 2003).

     Management intends to dispose of or liquidate its remaining non-operating
     asset during fiscal 2003, the real estate at the Company's former Snowmax
     subsidiary. Management believes that along with the sale of the asset,
     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.

     It is management's intent to refinance the Company's bank credit facility
     prior to its maturity in December 2003. However, there can be no assurance
     that management's plans 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.

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 April 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. For
     financial reporting purposes, the assets and liabilities attributable the
     real property has been classified in the condensed consolidated balance
     sheets as net assets held for sale. Net assets held for sale were $800,000
     at April 27, 2003, which represented the estimated net fair value of the
     Cramer land and building.


                                       8
<PAGE>


5.   INVENTORIES

                                                 April 27,           October 27,
                                                   2003                 2002

Raw materials and purchased parts             $   889,000           $ 1,001,000
Work in process                                   857,000               908,000
Finished goods                                    300,000               231,000
                                              -----------           -----------
     Total Inventories                          2,046,000             2,140,000
Inventory Provision                               275,000               234,000
                                              -----------           -----------
     Net Inventories                          $ 1,771,000           $ 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 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. Management believes that the Company will be able to remain
     in compliance with its bank covenant requirements throughout fiscal 2003.
     Borrowings under the facility are charged interest at the Prime Rate plus
     2.75% (7.0% at April 27, 2003).

     At April 27, 2003, $5,450,000 was outstanding under the Company's bank
     credit facility and $715,000 was available for additional borrowing.

     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



                                       9
<PAGE>


     notional amount at 4.22% through October 2003 in exchange for receiving
     payments at the BMA Municipal Swap Index (1.20% at April 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 $59,000 at April 27, 2003, resulting
     in a credit to interest income of $51,000 for the six months ended April
     27, 2003. The fair market value of the swap agreement was $294,000 at April
     28, 2002, resulting in a credit to interest income of $405,000 for the six
     months ended April 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.

     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 April 27, 2003 and the results of operations for the three and six
     months ended April 27, 2003 and April 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, 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.

     Throughout fiscal 2001 the Company remained out of compliance with
     financial covenants under its bank credit facility. As a result, the
     Company and its lenders entered into a series of amendments to the facility
     during fiscal 2001 and 2002, and in each case the Company's lenders agreed
     to forbear from exercising their rights and remedies under the facility. In
     order to meet the lenders' requirements for reduced outstanding balances
     under the facility and to secure the lenders' agreement to forbear, the
     Company engaged in a series of divestitures of its operating subsidiaries,
     concluding with the sale of its Motor Products subsidiaries, Motor Products
     - Owosso Corporation and Motor Products - Ohio Corporation, (collectively,
     "Motor Products") in July 2002. The amendments to the bank credit facility
     modified the interest rates charged, called for reductions in the
     outstanding balance during calendar 2001 and 2002, added additional
     reporting requirements, suspended payments of principal and interest on
     subordinated debt, prohibited the payment of preferred or common dividends,
     prohibited the purchase of the Company's stock and added a covenant
     requiring the maintenance of minimum operating profit. 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. Management further believes
     that the Company will be able to remain in compliance with its bank
     covenant requirements throughout fiscal 2003. Borrowings under the facility
     are charged interest at the Prime Rate plus 2.75% (7.0% at April 27, 2003).



                                       11
<PAGE>

     Management intends to dispose of or liquidate its remaining non-operating
     asset during fiscal 2003, the real estate at the Company's former Snowmax
     subsidiary. Management believes that along with the sale of the asset,
     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.

     It is management's intent to refinance the Company's bank credit facility
     prior to its maturity in December 2003. However, there can be no assurance
     that management's plans will be successfully executed.

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

     Net sales. Net sales for the second quarter of 2003 decreased 60.2%, or
     $6.7 million, to $4.4 million, as compared to net sales of $11.1 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 $5.4 million.

     Income (loss) from operations. For the second quarter of 2003, the Company
     reported a loss from operations of $73,000 as compared to a profit from
     operations of $178,000 in the prior year quarter. These results reflect a
     lower gross profit due to the decrease in sales, the sale of Motor
     Products, offset by the discontinued amortization of goodwill and a
     reduction in depreciation expense. 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. Loss from operations for the
     prior year quarter excluding Motor Products was $40,000.

     Interest expense. Interest expense was $176,000 for the second quarter of
     fiscal 2003, as compared to $485,000 in the prior year quarter. The current
     year quarter includes interest income of $35,000 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 $203,000, 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 $211,000 for the second quarter of 2003, as compared to
     $688,000 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
     $84,000 in the second quarter of 2003 as compared to a $4.8 million 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 income (loss) available for common shareholders. Net loss available for
     common shareholders was $507,000, or $.09 per share, in the second quarter
     of 2003, as compared to net income of $4.1 million, or $.70 per share, in
     the prior year quarter. Net Income (loss) available for common shareholders
     is calculated by subtracting dividends on preferred stock of $342,000 and
     $336,000 for 2003 and 2002, respectively. Net income available for common
     shareholder excluding Motor Products for the prior year quarter was $4.1
     million or $.70 per share.


                                       12
<PAGE>

     Six months ended April 27, 2003 compared to Six months ended April 28, 2002

     Net sales. Net sales for first six months of 2003 decreased 55.1%, or $11.1
     million, to $9.0 million, as compared to net sales of $20.1 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 $10.1 million.

     Loss from operations. For the first six months of 2003, the Company
     reported a loss from operations of $155,000 as compared to a loss from
     operations of $877,000 in the prior year. These results reflect a reduction
     in corporate expenses from the closing of the corporate office, offset by
     the discontinued amortization of goodwill and a reduction in depreciation
     expense. 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. The closing of the corporate office resulted
     in a decrease in selling, general and administrative costs from $1.2
     million in the first six months of 2002, to $761,000 in the first six
     months of 2003. Loss from operations for the prior year excluding Motor
     Products was $856,000.

     Interest expense. Interest expense was $390,000 for the first six months of
     fiscal 2003, as compared to $985,000 in the prior year. The current year
     includes interest income of $51, 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 $405,000, 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 $442,000
     for the first six months of 2003, as compared to $1,390,000 in the prior
     year. 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
     $146,000 in the first six months of 2003 as compared to a $4.8 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 $1.1 million, or $.18 per share, in the first six
     months of 2003, as compared to net income of $2.2 million, or $.38 per
     share, in the prior year. Net income (loss) available for common
     shareholders is calculated by subtracting dividends on preferred stock of
     $683,000 and $671,000 for 2003 and 2002, respectively. Net income available
     for common shareholder excluding Motor Products for the prior year was $2.4
     million or $.41 per share.

     Liquidity and Capital Resources

     Cash and cash equivalents were $103,000 at April 27, 2003. The Company had
     negative working capital of $5.6 million at January 26, 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 $1.2 million,
     as compared to net cash provided by operating activities from continuing
     operations of $4.2 million in the prior period.

     Cash flows provided by investing activities from continuing operations
     included $87,000 for capital expenditures for equipment. The Company
     currently plans to invest approximately $120,000 during the remainder of
     fiscal 2003. Management anticipates funding capital expenditures with cash
     from operations and borrowings under the Company's revolving credit
     facility.

                                       13
<PAGE>

     Net cash used in financing activities from continuing operations included
     net repayments of $1,450,000 under the Company's revolving credit
     agreement, and debt repayments of $126,000.

     At April 27, 2003, $5.5 million was outstanding under the Company's
     revolving credit facility. The Company has experienced a significant
     downturn in its operating results over the past three years and 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 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. Management further believes
     that the Company will be able to remain in compliance with its bank
     covenant requirements throughout fiscal 2003. Borrowings under the facility
     are charged interest at the Prime Rate plus 2.75% (7.0% at April 27, 2003).

     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.


                                       14
<PAGE>


     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.

     o   The Company's common stock is currently traded on the Nasdaq SmallCap
         Market. For continued listing, the Nasdaq SmallCap Market requires,
         among other things, that listed securities maintain a minimum bid price
         of not less than $1.00 per share. On or before February 10, 2003, the
         Company was required to have evidenced a closing bid price of at least
         $1.00 per share, and, immediately thereafter, a closing bid price of at
         least $1.00 per share of a minimum of ten consecutive trading days, but
         was unable to provide such evidence. On February 21, 2003, The Nasdaq
         Stock Market, Inc. informed the Company that the Nasdaq Listing
         Qualifications Panel had determined not to delist the Company's common
         stock from the Nasdaq SmallCap Market for failure to meet the
         requirement of at least a $1.00 bid price until at least May 22, 2003
         pending modification of Nasdaq's bid price rules. Also, in March 2003,
         the Company was notified by Nasdaq that it no longer satisfied the
         $1,000,000 market value of publicly held shares requirement, and has
         until June 19, 2003 to regain compliance with such requirement. On May
         30, 2003, the Company was notified by Nasdaq that it would have until
         August 31, 2003 to regain compliance with the bid price requirement. If
         delisted from the Nasdaq SmallCap Market, the Company's common stock
         may be eligible for trading on the OTC Bulletin Board or on other
         over-the-counter markets, although there can be no assurance that the
         Company's common stock will be eligible for trading on any alternative
         exchanges or markets. Among other consequences, moving from the Nasdaq
         SmallCap Market, or delisting from the Nasdaq SmallCap Market 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.


                                       15
<PAGE>

     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.

     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 April 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   4/27/2003
                                ----      ----      ----      ----      ----   ----------   -----------   ---------
<S>                              <C>       <C>       <C>       <C>       <C>        <C>        <C>          <C>
Debt:
    Fixed rate                $1,544     $ 256     $ 133     $  95     $  33       $   -    $  2,061     $  2,061
    Average interest rate        8.9%      7.3%      6.1%      5.0%      5.0%
    Variable rate             $6,050     $ 600     $ 600     $ 900     $ 900       $ 950    $ 10,000     $ 10,000
    Average interest rate        7.1%      2.8%      2.8%      2.8%      2.8%        2.8%

Interest rate swap agreements:
    Variable to fixed swaps   $4,550     $   -     $   -     $   -     $   -       $   -    $  4,550     $    (93)
    Average pay rate             4.2
    Average receive rate         1.2
</TABLE>

     ITEM 4.   CONTROLS AND PROCEDURES

     The Company carried out an evaluation, under the supervision and with the
     participation of our management, including our Chief Executive Officer (the
     principal executive officer, principal financial officer and principal
     accounting officer), of the effectiveness of the design and operation of
     our disclosure controls and procedures (as defined in Rules 13a-14(c) and
     15d-14(c) under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")) as of a date within 90 days prior to the date of filing
     this Quarterly Report on Form 10-Q (the "Evaluation Date"). Based on that
     evaluation, our Chief Executive Officer concluded that, as of the
     Evaluation Date, our disclosure controls and procedures are effective to
     ensure that information required to be disclosed by us in our Exchange Act
     reports was recorded, processed, summarized and reported within the
     applicable time periods. Since the Evaluation Date, there have been no
     significant changes in internal controls or, to the Company's knowledge, in
     any other factors that could significantly affect these controls including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                       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
$3,348,000.

Item 6.      Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.   Description

10.31         Seventeenth Amendment to the Amended and Restated Credit
              Agreement by and among Owosso Corporation, its subsidiaries,
              Bank One and PNC Bank, N.A., effective March 31, 2003.

11            Computation of Per Share Earnings

99.1          Certification of Chief Executive Officer (the principal executive
              officer, principal financial officer and principal account
              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 March 3, 2003, to report receipt of a
letter dated February 21, 2003, by which The Nasdaq Stock Market, Inc., informed
Owosso Corporation that the Nasdaq Listing Qualifications Panel had determined
not to delist Owosso's common stock from The Nasdaq SmallCap Market for failure
to meet the requirement of at least a $1 bid price until at least May 22, 2003.
The Panel's determination is subject to further extension, termination or
modification based on further developments in the Nasdaq rule-making process.


                                       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: June 11, 2003                            By:  George B. Lemmon, Jr.
                                                      --------------------------
                                                      George B. Lemmon, Jr.
                                                      President, Chief Executive
                                                      Officer, and chairman

                                       19
<PAGE>
                                 CERTIFICATIONS

                  I, George B. Lemmon, Jr., certify that:

                  1. I have reviewed this quarterly report on Form 10-Q of
Owosso Corporation;

                  2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

                  3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

                  4. I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-4 and
15d-4) for the registrant and have:

                           a) Designed such disclosure controls and procedures
         to ensure that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to me by others
         within those entities, particularly during the period in which this
         annual report is being prepared;

                           b) Evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing of this annual report (the "Evaluation Date"); and

                           c) Presented in this annual report my conclusions
         about the effectiveness of the disclosure controls and procedures based
         on our evaluation as of the Evaluation Date;

                  5. I have disclosed, based on my most recent evaluation, to
the registrant's auditors and audit committee of registrant's board of directors
(or other persons performing the equivalent functions):

                           a) All significant deficiencies in the design or
         operation of internal controls which could adversely affect the
         registrant's ability to record, process, summarize and report financial
         data and have identified for the registrant's auditors any material
         weakness in internal controls; and

                           b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

                  6. I have indicated in this annual report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: June 11, 2003

                                   George B. Lemmon, Jr.
                                   ------------------------------------------
                                   George B. Lemmon, Jr.
                                   President and Chief Executive Officer
                                   (principal executive officer and principal
                                   financial officer)