TABLE OF CONTENTS




|                                                                                                                                                |                                                                                        |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|CONSOLIDATED BALANCE SHEETS
APRIL 29, 2000 AND OCTOBER 30, 1999                                                                                
|CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS AND 13 WEEKS ENDED APRIL
29, 2000 AND MAY 1, 1999
|CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 26 WEEKS ENDED APRIL 29, 2000 AND MAY 1, 1999                                                    
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                     
|                                                                                                                                                | ITEM 2.                                                                               
|                                                                                                                                                | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|                                                                                                                                                | ITEM 3.                                                                               
|                                                                                                                                                | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                             
|                                                                                                                                                | PART II    OTHER INFORMATION                                                         
|                                                                                                                                                | ITEM 6.                                                                               
|                                                                                                                                                | EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURE                                                                                                                                      



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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|X   |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 
|   
|   
|   
|   
|    |  | For the quarterly period ended April 29, 2000, or                                       
|   
|   
|   
|   
|___ |  | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|   
|   
|   
|   
|    |  | For the transition period from ____________ to____________ .                            

Commission file number 333-38223

ARGO-TECH CORPORATION

(Exact name of registrant as
specified in its charter)


|                                                                             |  |                                                
|---------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)      |  | 31-1521125
(I.R.S. employer
identification no.)
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | 
|                                                                             | 
|23555 Euclid Avenue
Cleveland, Ohio
(Address of principal executive offices) |  | 44117
(Zip code)                               
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | 
|                                                                             | 
|(216) 692-6000
(Registrants telephone number, including area code)         

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.
X YES ___ NO

All of the outstanding capital stock of the registrant is held by
AT Holdings Corporation.

As of June 1, 2000, 1 share of the registrants common stock, $.01
par value, was outstanding.

1



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##### Table of Contents



INDEX

|          |  |                                                                                                                                                 |  |          |        | 
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------ | 
|          |  |                                                                                                                                                 |  | Page No.
|          |  |                                                                                                                                                 |  |         
|PART I -  |  | FINANCIAL INFORMATION                                                                                                                          
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|Item 1 -  |  | Financial Statements                                                                                                                           
|         
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|          |  | Consolidated Balance Sheets as of April 29, 2000 and October 30, 1999                                                                           |  |          | 3      | 
|         
|         
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|          |  | Consolidated Statements of Net Income (Loss) and Comprehensive
Income (Loss) for the 26 weeks and 13 weeks ended April 29,
2000 and May 1, 1999 |  |          | 4      | 
|         
|         
|         
|         
|          |  | Consolidated Statements of Cash Flows for the 26 weeks ended April 29, 2000
and May 1, 1999                                                     |  |          | 5      | 
|         
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|         
|         
|          |  | Notes to Consolidated Financial Statements                                                                                                      |  |          | 6  9  | 
|         
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|Item 2 -  |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations                                                           |  |          | 9  12 | 
|         
|         
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|         
|Item 3 -  |  | Quantitative and Qualitative Disclosure about Market Risk                                                                                       |  |          | 13     | 
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|PART II - |  | OTHER INFORMATION                                                                                                                              
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|Item 6 -  |  | Exhibits and Reports on Form 8-K                                                                                                                |  |          | 13     | 
|         
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|Signature |  |                                                                                                                                                 |  |          | 14     | 

2



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##### Table of Contents



PART I  FINANCIAL INFORMATION
ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)




CONSOLIDATED BALANCE SHEETS
APRIL 29, 2000 AND OCTOBER 30, 1999
(In thousands, except share data)

|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |         |  
|------------------------------------------------------- | ------------------- | ------------------------------------------------------------------------------------- | --------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                                        |                     |                                                                                       |                                         |        | 2000    |         | 1999   
|                                                        |                     |                                                                                       |                                         |        |         |         |        
|ASSETS                                                  |                     | (Unaudited)                                                                          
|
|CURRENT ASSETS:                                        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Cash and cash equivalents                                                             |                                         | $      | 2,492   |         |         | $      | 3,873   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Receivables, net                                                                      |                                         |        | 23,837  |         |         |        | 30,169  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Inventories                                                                           |                                         |        | 35,272  |         |         |        | 34,043  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Deferred income taxes and prepaid expenses                                            |                                         |        | 6,144   |         |         |        | 5,322   |        
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     |                                                                                       | Total current assets                    |        |         | 67,745  |         |        |         | 73,407  |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|PROPERTY AND EQUIPMENT, net of
accumulated depreciation |                     |                                                                                       | 33,735                                  |        |         |         | 35,653  |       
|                                                       
|                                                       
|                                                       
|                                                       
|GOODWILL, net of accumulated amortization               |                     |                                                                                       | 114,180                                 |        |         |         | 115,942 |       
|                                                       
|                                                       
|                                                       
|                                                       
|INTANGIBLE ASSETS, net of accumulated amortization      |                     |                                                                                       | 50,188                                  |        |         |         | 52,202  |       
|                                                       
|                                                       
|                                                       
|                                                       
|DEFERRED FINANCING AND OTHER ASSETS                     |                     |                                                                                       | 16,295                                  |        |         |         | 17,541  |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|Total Assets                                            |                     | $                                                                                     | 282,143                                 |        |         | $       | 294,745 |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|LIABILITIES                                            
|                                                       
|                                                       
|                                                       
|                                                       
|CURRENT LIABILITIES:                                   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Current portion of long-term debt                                                     |                                         | $      | 15,873  |         |         | $      | 12,454  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Accounts payable                                                                      |                                         |        | 3,731   |         |         |        | 6,647   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Accrued liabilities                                                                   |                                         |        | 16,541  |         |         |        | 18,928  |        
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     |                                                                                       | Total current liabilities               |        |         | 36,145  |         |        |         | 38,029  |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|LONG-TERM DEBT, net of current maturities               |                     |                                                                                       | 259,989                                 |        |         |         | 264,533 |       
|                                                       
|                                                       
|                                                       
|                                                       
|OTHER NONCURRENT LIABILITIES                            |                     |                                                                                       | 26,892                                  |        |         |         | 27,926  |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     |                                                                                       | Total Liabilities                       |        |         | 323,026 |         |        |         | 330,488 |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|REDEEMABLE ESOP STOCK                                   |                     |                                                                                       | 32,148                                  |        |         |         | 50,772  |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Unearned ESOP stock |                                                                                       |                                         | (6,720 | )       |         |         | (7,560 | )      
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     |                                                                                       | 25,428                                  |        |         |         | 43,212  |       
|                                                       
|                                                       
|                                                       
|                                                       
|SHAREHOLDERS EQUITY/(DEFICIENCY):                     
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Common Stock, $.01 par value, authorized 3,000 shares;
1 share issued and outstanding |                                         |        |        |         |         |        |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Paid-in capital                                                                       |                                         |        |        |         |         |        |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                     | Accumulated deficit                                                                   |                                         |        | (66,311 | )       |         |        | (78,955 | )      
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     |                                                                                       | Total shareholders equity/(deficiency) |        |         | (66,311 | )       |        |         | (78,955 | )
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|Total Liabilities and Shareholders Equity/(Deficiency) |                     | $                                                                                     | 282,143                                 |        |         | $       | 294,745 |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |       
|

The accompanying notes to consolidated financial statements are an integral part
of this statement.

3



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##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)




CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In thousands)
UNAUDITED

|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |        |  |  |  |  | 
|--------------------------------------- | ---------------------------------------------------------------------------- | - | -------------- | ------ | -------------- | - | -------------- | ------ | ----------- | - | ------ | ------ |  | - | ------ | ------ |  |  |  |  | 
|                                        |                                                                              |   | 26 Weeks Ended |        | 13 Weeks Ended
|                                        |                                                                              |   |                |        |               
|                                        |                                                                              |   | April 29, 2000 |        | May 1, 1999    |   | April 29, 2000 |        | May 1, 1999
|                                        |                                                                              |   |                |        |                |   |                |        |            
|Net revenues                            |                                                                              | $ | 75,638         |        |                | $ | 84,200         |        |             | $ | 39,808 |        |  | $ | 44,057 |       
|                                       
|                                       
|                                       
|                                       
|Cost of revenues                        |                                                                              |   | 45,825         |        |                |   | 45,351         |        |             |   | 23,661 |        |  |   | 23,358 |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|                                        | Gross profit                                                                 |   |                | 29,813 |                |   |                | 38,849 |             |   |        | 16,147 |  |   |        | 20,699 | 
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Selling, general and administrative     |                                                                              |   | 11,722         |        |                |   | 14,581         |        |             |   | 5,657  |        |  |   | 5,785  |       
|                                       
|                                       
|                                       
|                                       
|Research and development                |                                                                              |   | 5,107          |        |                |   | 4,455          |        |             |   | 2,603  |        |  |   | 2,194  |       
|                                       
|                                       
|                                       
|                                       
|Amortization of intangible assets       |                                                                              |   | 3,759          |        |                |   | 3,740          |        |             |   | 1,880  |        |  |   | 1,871  |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|                                        | Operating expenses                                                           |   |                | 20,588 |                |   |                | 22,776 |             |   |        | 10,140 |  |   |        | 9,850  | 
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Income from operations                  |                                                                              |   | 9,225          |        |                |   | 16,073         |        |             |   | 6,007  |        |  |   | 10,849 |       
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |                                                                              |   | 12,618         |        |                |   | 11,966         |        |             |   | 6,142  |        |  |   | 6,296  |       
|                                       
|                                       
|                                       
|                                       
|Other, net                              |                                                                              |   | (138           | )      |                |   | (181           | )      |             |   | (79    | )      |  |   | 41     |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Income / (loss) before income taxes     |                                                                              |   | (3,255         | )      |                |   | 4,288          |        |             |   | (56    | )      |  |   | 4,512  |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Income tax provision (benefit)          |                                                                              |   | (1,411         | )      |                |   | 2,566          |        |             |   | (291   | )      |  |   | 1,589  |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Net income / (loss)                     |                                                                              | $ | (1,844         | )      |                | $ | 1,722          |        |             | $ | 235    |        |  | $ | 2,923  |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Other comprehensive income, net of tax:
|                                       
|                                       
|                                       
|                                       
|                                        | Foreign currency translation adjustment,
net of income tax of $(36) and $(8) |   |                | 53     |                |   |                |       |             |   |        | 12     |  |   |        |       | 
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       
|Comprehensive income / (loss)           |                                                                              | $ | (1,791         | )      |                | $ | 1,722          |        |             | $ | 247    |        |  | $ | 2,923  |       
|                                        |                                                                              |   |                |        |                |   |                |        |             |   |        |        |  |   |        |       

The accompanying notes to consolidated financial statements are an integral part
of this statement.

4



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##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)




CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 26 WEEKS ENDED APRIL 29, 2000 AND MAY 1, 1999

(In thousands)
UNAUDITED

|                                       |                                                                                                |                               |        |        |        |      |        |         |        |  
|-------------------------------------- | ---------------------------------------------------------------------------------------------- | ----------------------------- | ------ | ------ | ------ | ---- | ------ | ------- | ------ | -
|                                       |                                                                                                |                               |        | 2000   |        | 1999
|                                       |                                                                                                |                               |        |        |        |     
|CASH FLOWS FROM OPERATING ACTIVITIES: 
|                                      
|                                      
|                                      
|                                      
|                                       | Net income / (loss)                                                                            |                               | $      | (1,844 | )      |      | $      | 1,722   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Adjustments to reconcile net income/(loss) to net cash
provided by operating activities:      
|                                      
|                                      
|                                      
|                                      
|                                       | Depreciation                                                                                   |                               |        | 3,068  |        |      |        | 3,304   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Amortization of intangible assets and deferred financing costs                                 |                               |        | 4,804  |        |      |        | 4,684   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Accretion of bond discount                                                                     |                               |        | 112    |        |      |        | 78      |       
|                                      
|                                      
|                                      
|                                      
|                                       | Compensation expense recognized in connection with
employee stock ownership plan               |                               |        | 1,534  |        |      |        | 2,947   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Compensation expense recognized in connection with
stock appreciation rights and stock options |                               |        |       |        |      |        | 2,771   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Amortization of inventory step-up                                                              |                               |        | 155    |        |      |        |        |       
|                                      
|                                      
|                                      
|                                      
|                                       | Deferred income taxes                                                                          |                               |        | (1,722 | )      |      |        | (1,566  | )     
|                                      
|                                      
|                                      
|                                      
|                                       | Changes in operating assets and liabilities:                                                  
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Receivables                   |        |        | 6,332  |      |        |         | (376   | )
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Inventories                   |        |        | (1,384 | )    |        |         | (4,869 | )
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Prepaid expenses              |        |        | (532   | )    |        |         | (405   | )
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Accounts payable              |        |        | (2,916 | )    |        |         | (2,361 | )
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Accrued and other liabilities |        |        | (2,237 | )    |        |         | 1,306  |  
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                                                | Other, net                    |        |        | 46     |      |        |         |       |  
|                                       |                                                                                                |                               |        |        |        |      |        |        
|                                       | Net cash provided by operating activities                                                      |                               |        | 5,416  |        |      |        | 7,235   |       
|                                       |                                                                                                |                               |        |        |        |      |        |        
|CASH FLOWS FROM INVESTING ACTIVITIES: 
|                                      
|                                      
|                                      
|                                      
|                                       | Capital expenditures                                                                           |                               |        | (1,150 | )      |      |        | (3,052  | )     
|                                       |                                                                                                |                               |        |        |        |      |        |        
|                                       | Net cash used in investing activities                                                          |                               |        | (1,150 | )      |      |        | (3,052  | )     
|                                       |                                                                                                |                               |        |        |        |      |        |        
|CASH FLOWS FROM FINANCING ACTIVITIES: 
|                                      
|                                      
|                                      
|                                      
|                                       | Sale of senior subordinated notes                                                              |                               |        |       |        |      |        | 52,250  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Additional borrowing of long-term debt                                                         |                               |        | 6,000  |        |      |        |        |       
|                                      
|                                      
|                                      
|                                      
|                                       | Repayment of long-term debt                                                                    |                               |        | (6,679 | )      |      |        | (2,390  | )     
|                                      
|                                      
|                                      
|                                      
|                                       | Repayment of note payable  Durodyne acquisition                                               |                               |        | (557   | )      |      |        |        |       
|                                      
|                                      
|                                      
|                                      
|                                       | Payment of financing related fees                                                              |                               |        |       |        |      |        | (10,044 | )     
|                                      
|                                      
|                                      
|                                      
|                                       | Purchase of treasury stock                                                                     |                               |        | (2,570 | )      |      |        |        |       
|                                      
|                                      
|                                      
|                                      
|                                       | Dividend                                                                                       |                               |        | (1,841 | )      |      |        | (51,948 | )     
|                                       |                                                                                                |                               |        |        |        |      |        |        
|                                       | Net cash used in financing activities                                                          |                               |        | (5,647 | )      |      |        | (12,132 | )     
|                                       |                                                                                                |                               |        |        |        |      |        |        
|CASH AND CASH EQUIVALENTS:            
|                                      
|                                      
|                                      
|                                      
|Net increase (decrease) for the period |                                                                                                |                               | (1,381 | )      |        |      | (7,949 | )      
|                                      
|                                      
|                                      
|                                      
|Balance, Beginning of period           |                                                                                                |                               | 3,873  |        |        |      | 11,578 |        
|                                       |                                                                                                |                               |        |        |        |      |        |        
|Balance, End of period                 |                                                                                                | $                             | 2,492  |        |        | $    | 3,629  |        
|                                       |                                                                                                |                               |        |        |        |      |        |        

The accompanying notes to consolidated financial statements are an integral part
of this statement.

5



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##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 26 WEEKS ENDED APRIL 29, 2000 AND MAY 1, 1999
(Unaudited)

1. BASIS OF PRESENTATION

The principal operations of Argo-Tech Corporation (a wholly-owned subsidiary
of AT Holdings Corporation) and its Subsidiaries include the design,
manufacture and distribution of aviation products, primarily aircraft fuel
pumps, throughout the world. In addition, Argo-Tech leases a portion of its
manufacturing facility to other parties. Argo-Techs fiscal year ends on the
last Saturday in October. Argo-Tech is obligated to fulfill certain
obligations of AT Holdings Corporation. As a result, those obligations have
been reflected in its financial statements. Certain reclassifications have
been made in the prior years financial statements to conform to the current
year presentation.

Argo-Tech Corporation is a parent, holding company with four wholly-owned
operating guarantor subsidiaries, Argo-Tech Corporation (HBP), Argo-Tech
Corporation (OEM), Argo-Tech Corporation (Aftermarket) and J.C. Carter
Company, Inc. Argo-Tech has no outside assets, liabilities or operations
apart from its wholly-owned subsidiaries. The Senior Subordinated Notes are
fully, unconditionally, jointly and severally guaranteed by the guarantor
subsidiaries, and therefore, separate financial statements of the guarantor
subsidiaries will not be presented. Management has determined that the
information presented by such separate financial statements of the guarantor
subsidiaries is not material to investors. All of Argo-Techs subsidiaries
are guarantors except one wholly-owned subsidiary that has inconsequential
assets, liabilities and equity. Its only operations are the result of
intercompany activity, which is immediately dividended back to Argo-Tech.

2. UNAUDITED FINANCIAL INFORMATION

The financial information included herein is unaudited; however, the
information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of Argo-Techs financial position and results of operations and
cash flows for the interim periods presented. The results of operations for
the 26 weeks and 13 weeks ended April 29, 2000 are not necessarily indicative
of the results to be expected for the full year.

3. INVENTORIES

Inventories are stated at standard cost which approximates the costs which
would be determined using the first-in, first-out (FIFO) method. The
recorded value of inventories is not in excess of market value. Inventories
consist of the following (in thousands):

|                                          |       |   |           |        |             |   |        |        | 
|----------------------------------------- | ----- | - | --------- | ------ | ----------- | - | ------ | ------ | 
|                                          |       |   | April 29, |        | October 30,
|                                          |       |   | 2000      |        | 1999       
|                                          |       |   |           |        |            
|Finished goods                            |       | $ | 2,182     |        |             | $ | 2,151  |       
|                                         
|                                         
|                                         
|                                         
|Work-in-process and purchased parts       |       |   | 23,220    |        |             |   | 20,404 |       
|                                         
|                                         
|                                         
|                                         
|Raw materials and supplies                |       |   | 12,749    |        |             |   | 14,252 |       
|                                          |       |   |           |        |             |   |        |       
|                                          | Total |   |           | 38,151 |             |   |        | 36,807 | 
|                                         
|                                         
|                                         
|                                         
|Reserve for excess and obsolete inventory |       |   | (2,879    | )      |             |   | (2,764 | )     
|                                          |       |   |           |        |             |   |        |       
|Inventories  net                         |       | $ | 35,272    |        |             | $ | 34,043 |       
|                                          |       |   |           |        |             |   |        |       

6



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##### Table of Contents



4. CONTINGENCIES

Environmental Matters  The soil and groundwater at Argo-Techs Euclid, Ohio
facility and the Costa Mesa, California facility contain elevated levels of
certain contaminants which are currently in the process of being removed
and/or remediated. Because Argo-Tech has certain indemnification rights from
former owners of the facilities for liabilities arising from these or other
environmental matters, in the opinion of Argo-Techs management, the ultimate
outcome is not expected to materially affect its financial condition, results
of operations or liquidity.

Other Matters  Argo-Tech is subject to various legal actions and other
contingencies. In the opinion of Argo-Techs management, after reviewing the
information which is currently available with respect to such matters and
consulting with Argo-Techs legal counsel, any liability which may ultimately
be incurred with respect to these additional matters is not expected to
materially affect Argo-Techs financial condition, results of operations or
liquidity.

5. SEGMENT INFORMATION

The Company operates in two business segments: Argo-Tech and J.C. Carter.
Argo-Tech includes the design, manufacture and distribution of aviation
products, primarily aircraft fuel pumps, throughout the world. J.C. Carter
is a wholly-owned subsidiary of Argo-Tech Corporation which designs,
manufactures and distributes fuel flow related products found on a planes
airframe, aerial refueling systems, ground fueling system valves and related
components and industrial marine cryogenic pumps for transferring liquefied
natural gas.

The Company evaluates the performance of its segments based primarily on
operating profit before amortization of goodwill, deferred financing fees and
other identified intangibles, interest expense, interest income, other
miscellaneous fees and income taxes.

The following table presents revenues and other financial information by
business segment (in thousands):

13 Week Period Ending April 29, 2000

|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ----------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------ | -
|                                                                                 |  |          
|                                                                                 | 
|                                                                                 |  | Argo-Tech |        | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                 |  |           |        |             |  |           |        |             
|Customer revenues                                                                |  | $         | 27,672 |             |  | $         | 12,136 |              |  | $ |     |   |  | $ | 39,808 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Intersegment revenues                                                            |  |           | 42     |             |  |           |       |              |  |   |     |   |  |   | 42     |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Eliminations                                                                     |  |           |        |             |  |           |        |              |  |   |      |   |  |   | (42    | )
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Operating profit (loss)                                                          |  |           | 6,804  |             |  |           | 1,196  |              |  |   | (113 | ) |  |   | 7,887  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Amortization of goodwill
and intangible assets                                   |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 1,880  |  
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 6,007  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest expense                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 6,142  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest income and other                                                        |  |           |        |             |  |           |        |              |  |   |      |   |  |   | (79    | )
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Loss before tax                                                                  |  |           |        |             |  |           |        |              |  |   |      |   |  | $ | (56    | )
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 535    |             |  |           | 107    |              |  |   |      |   |  |   | 642    |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Depreciation                                                                     |  |           | 1,074  |             |  |           | 392    |              |  |   | 62   |   |  |   | 1,528  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Amortization of inventory step-up                                                |  |           |        |             |  |           | 39     |              |  |   |      |   |  |   | 39     |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 525    |             |  |           |        |              |  |   |      |   |  |   | 525    |  

7



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##### Table of Contents



13 Week Period Ending May 1, 1999

|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |   |  |  |  | 
|-------------------------------------------------------------------------------- |  | --------- | ------ | ----------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------ | - |  |  |  | 
|                                                                                 |  |          
|                                                                                 |  | Argo-Tech |        | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                 |  |           |        |             |  |           |        |             
|Customer revenues                                                                |  | $         | 31,865 |             |  | $         | 12,192 |              |  | $ |     |   |  | $ | 44,057 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Intersegment revenues                                                            |  |           | 1      |             |  |           |       |              |  |   |     |   |  |   | 1      |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Eliminations                                                                     |  |           |        |             |  |           |        |              |  |   |      |   |  |   | (1     | )
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Operating profit (loss)                                                          |  |           | 11,178 |             |  |           | 1,686  |              |  |   | (144 | ) |  |   | 12,720 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Amortization of goodwill
and intangible assets                                   |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 1,871  |  
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 10,849 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest expense                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 6,296  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest income and other                                                        |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 41     |  
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Income before tax                                                                |  |           |        |             |  |           |        |              |  |   |      |   |  | $ | 4,512  |  
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 1,438  |             |  |           | 256    |              |  |   |      |   |  |   | 1,694  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Depreciation                                                                     |  |           | 958    |             |  |           | 595    |              |  |   | 66   |   |  |   | 1,619  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 1,052  |             |  |           |        |              |  |   |      |   |  |   | 1,052  |  

26 Week Period Ending April 29, 2000

|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |   |  |  |  | 
|-------------------------------------------------------------------------------- |  | --------- | ------ | ----------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------ | - |  |  |  | 
|                                                                                 |  |          
|                                                                                 |  | Argo-Tech |        | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                 |  |           |        |             |  |           |        |             
|Customer revenues                                                                |  | $         | 49,922 |             |  | $         | 25,716 |              |  | $ |     |   |  | $ | 75,638 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Intersegment revenues                                                            |  |           | 45     |             |  |           |       |              |  |   |     |   |  |   | 45     |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Eliminations                                                                     |  |           |        |             |  |           |        |              |  |   |      |   |  |   | (45    | )
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Operating profit (loss)                                                          |  |           | 11,084 |             |  |           | 2,183  |              |  |   | (283 | ) |  |   | 12,984 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Amortization of goodwil
and intangible assets                                    |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 3,759  |  
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 9,225  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest expense                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   | 12,618 |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Interest income and other                                                        |  |           |        |             |  |           |        |              |  |   |      |   |  |   | (138   | )
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Loss before tax                                                                  |  |           |        |             |  |           |        |              |  |   |      |   |  | $ | (3,255 | )
|                                                                                 |  |           |        |             |  |           |        |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 1,013  |             |  |           | 137    |              |  |   |      |   |  |   | 1,150  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Depreciation                                                                     |  |           | 2,146  |             |  |           | 798    |              |  |   | 124  |   |  |   | 3,068  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Amortization of inventory step-up                                                |  |           |        |             |  |           | 155    |              |  |   |      |   |  |   | 155    |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 1,534  |             |  |           |        |              |  |   |      |   |  |   | 1,534  |  

8



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##### Table of Contents



26 Week Period Ending May 1, 1999

|                                                                                               |  |           |        |             |  |           |        |              |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------- |  | --------- | ------ | ----------- |  | --------- | ------ | ------------ |  | - | ------ | - |  | - | ------ | -
|                                                                                               |  |          
|                                                                                               |  | Argo-Tech |        | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                               |  |           |        |             |  |           |        |             
|Customer revenues                                                                              |  | $         | 60,292 |             |  | $         | 23,908 |              |  | $ |       |   |  | $ | 84,200 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Intersegment revenues                                                                          |  |           | 8      |             |  |           |       |              |  |   |       |   |  |   | 8      |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Eliminations                                                                                   |  |           |        |             |  |           |        |              |  |   |        |   |  |   | (8     | )
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Operating profit (loss)                                                                        |  |           | 19,389 |             |  |           | 3,209  |              |  |   | (2,785 | ) |  |   | 19,813 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Amortization of goodwill
and intangible assets                                                 |  |           |        |             |  |           |        |              |  |   |        |   |  |   | 3,740  |  
|                                                                                               |  |           |        |             |  |           |        |              |  |   |        |   |  |   |        |  
|Income from operations                                                                         |  |           |        |             |  |           |        |              |  |   |        |   |  |   | 16,073 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Interest expense                                                                               |  |           |        |             |  |           |        |              |  |   |        |   |  |   | 11,966 |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Interest income and other                                                                      |  |           |        |             |  |           |        |              |  |   |        |   |  |   | (181   | )
|                                                                                               |  |           |        |             |  |           |        |              |  |   |        |   |  |   |        |  
|Income before tax                                                                              |  |           |        |             |  |           |        |              |  |   |        |   |  | $ | 4,288  |  
|                                                                                               |  |           |        |             |  |           |        |              |  |   |        |   |  |   |        |  
|Capital expenditures                                                                           |  |           | 2,713  |             |  |           | 339    |              |  |   |        |   |  |   | 3,052  |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Depreciation                                                                                   |  |           | 1,893  |             |  |           | 1,279  |              |  |   | 132    |   |  |   | 3,304  |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Compensation expense recognized
in connection with employee
stock ownership plan               |  |           | 2,947  |             |  |           |        |              |  |   |        |   |  |   | 2,947  |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Compensation expense recognized
in connection with stock
appreciation rights and stock options |  |           |        |             |  |           |        |              |  |   | 2,771  |   |  |   | 2,771  |  

6. SUBSEQUENT EVENT

On June 9, 2000, certain financial ratios and tests for the remainder of the
credit facility were amended, primarily to adjust for the additional
interest expense and debt associated with the $55.0 million in principal
amount of 8-5/8% senior subordinated notes that were issued on December 17,
1999. In addition, the supplemental percentage of interest applied to an
Alternate Base Rate or LIBOR, as chosen by the Company, was increased .25%
when the leverage ratio, as defined by the ratio of total debt to EBITDA,
exceeds a multiple of 5.0 times and .50% when the leverage ratio exceeds a
multiple of 5.5 times.




ITEM 2.




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Argo-Tech Corporation is a leading designer, manufacturer and servicer of
high performance fuel flow devices for the aerospace industry providing a broad
range of products and services to substantially all commercial and domestic
military engine and airframe manufacturers, to airlines worldwide and to the
U.S. and certain foreign militaries. Argo-Tech is the worlds leading supplier
of main engine fuel pumps to the commercial aircraft industry and a leading
supplier of airframe products and aerial refueling systems. Argo-Tech is also
a leading manufacturer of components for ground fueling systems.

The following is managements discussion and analysis of certain
significant factors which have affected Argo-Techs financial position and
operating results during the periods presented in the accompanying condensed
consolidated financial statements. Argo-Techs fiscal year ends on the last
Saturday of October and is identified according to the calendar year in which
it ends.

9



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##### Table of Contents



Results of Operations for the 13 Week Period Ended April 29, 2000 Compared With
the 13 Week Period Ended May 1, 1999

Net revenues for the 13 week period ended April 29, 2000 decreased $4.3
million, or 9.8%, to $39.8 million from $44.1 million for the 13 week period
ended May 1,1999. This decrease was primarily due to a decrease in aerospace
revenues of $5.3 million offset by a $1.0 million increase in industrial and
other revenues. The decrease in aerospace revenues was attributable to a
decrease of $3.9 million of commercial aerospace revenues and $1.4 million in
military revenues. Commercial OEM revenues decreased $0.9 million, or 8.8%, to
$9.3 million and commercial aftermarket revenues decreased $3.0 million, or
14.4%, to $17.8 million in the 13 week period ended April 29, 2000. Commercial
OEM revenues declined as a result of lower aircraft build rates, while
commercial aftermarket revenues were lower primarily due to a decrease in the
demand from an international distributor and a reduction in repair and overhaul
services. Military revenues decreased primarily due to lower sales on the F-15
and AE2100 programs, together with lower spare part requirements. Industrial
revenues included an increase in ground fueling revenues of $0.7 million, or
20.6%, to $4.1 million and cryogenic products of $0.3 million, or 50.0%, to
$0.9 million. Heritage Business Park revenues of $1.3 million were unchanged
from the prior comparable period.

Gross profit for the 13 week period ended April 29, 2000 decreased $4.6
million, or 22.2%, to $16.1 million from $20.7 million in the 13 week period
ended May 1, 1999. Gross margin decreased to 40.5% for the 13 week period
ended April 29, 2000 from 46.9% in the 13 week period ended May 1, 1999. The
decrease in gross profit and gross margin is primarily due to the decrease in
aerospace revenues, which resulted in a lower margin sales mix of aerospace
products.

Operating expenses for the 13 week period ended April 29, 2000 increased
$0.2 million, or 2.0%, to $10.1 million from $9.9 million in the 13 week period
ended May 1, 1999. This increase is primarily attributable to an increase in
research and development expense offset by a slight decrease in selling,
general and administrative expense. Operating expenses as a percent of revenues
were 25.4% for the 13 week period ended April 29, 2000 as compared to 22.4% for
the 13 week period ended May 1, 1999.

Income from operations for the 13 week period ended April 29, 2000
decreased $4.8 million, or 44.4%, to $6.0 million from $10.8 million in the 13
week period ended May 1, 1999. As a percent of revenues, income from operations
for the 13 week period ended April 29, 2000 decreased to 15.1% from 24.5% for
the 13 week period ended May 1, 1999. These decreases were due to the
unfavorable sales mix of lower aerospace product revenues and increased
operating expenses.

Interest expense for the 13 week period ended April 29, 2000 decreased
$0.2 million, or 3.2%, to $6.1 million from $6.3 million for the 13 week period
ended May 1, 1999 due to a lower level of term loans partially offset by higher
interest rates on the term loans.

The income tax provision for the 13 week period ended April 29, 2000
decreased $1.9 million to a benefit of $0.3 million from an expense of $1.6
million in the 13 week period ended May 1, 1999. This decrease is due to a
pre-tax loss of $0.1 million for the 13 week period ended April 29, 2000 as
compared to a pre-tax income of $4.5 million and the effect of lower tax rates
on Argo-Techs foreign sales corporations earnings

Net income for the 13 week period ended April 29, 2000 decreased $2.7
million, or 93.1%, to $0.2 million from $2.9 million for the 13 week period
ended May 1, 1999 primarily due to the revenue and expense factors discussed
above.

10



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##### Table of Contents



Results of Operations for the 26 Week Period Ended April 29, 2000 Compared With
the 26 Week Period Ended May 1, 1999

Net revenues for the 26 week period ended April 29, 2000 decreased $8.6
million, or 10.2%, to $75.6 million from $84.2 million for the 26 week period
ended May 1,1999. This decrease was primarily due to a decrease in aerospace
revenues of $11.1 million offset by a $2.5 million increase in industrial and
other revenues. The decrease in aerospace revenues was attributable to a
decrease of $10.4 million of commercial aerospace revenues and $0.7 million in
military revenues. Commercial OEM revenues decreased $2.7 million, or 14.2%,
to $16.3 million and commercial aftermarket revenues decreased $7.7 million, or
19.2%, to $32.5 million in the 26 week period ended April 29, 2000. Commercial
OEM revenues declined as a result of lower aircraft build rates, while
commercial aftermarket revenues were lower primarily due to a decrease in the
demand from an international distributor. The distributor reduced its demand
to adjust inventories that had accumulated as a result of lower orders for JT8
and JT9 spare parts during the last half of fiscal year 1999 and in response to
lower demand by airlines for spare pumps used for initial provisioning
purposes. Military revenues decreased slightly due to a decrease in F-15
foreign military sales offset by an increase in sales of KC-135 aerial
refueling components. Industrial revenues included an increase in ground
fueling revenues of $2.5 million, or 37.9%, to $9.1 million. Cryogenic
products of $1.7 million and Heritage Business Park revenues of $2.5 million
were unchanged from the prior comparable period.

Gross profit for the 26 week period ended April 29, 2000 decreased $9.0
million, or 23.2%, to $29.8 million from $38.8 million in the 26 week period
ended May 1, 1999. Gross margin decreased to 39.4% for the 26 week period
ended April 29, 2000 from 46.1% in the 26 week period ended May 1, 1999. The
decrease in gross profit and gross margin is primarily due to the decrease in
aerospace revenues, which resulted in a lower margin sales mix of aerospace
products.

Operating expenses for the 26 week period ended April 29, 2000 decreased
$2.2 million, or 9.6%, to $20.6 million from $22.8 million in the 26 week
period ended May 1, 1999. This decrease is primarily attributable to the
non-recurrence of the $2.8 million non-cash compensation expense associated
with the vesting of stock options and stock appreciation rights in connection
with the repurchase of common stock from AT Holdings largest shareholder on
January 4, 1999 offset by a $0.6 million increase in research and development
expense. Operating expenses as a percent of revenues were 27.2% for the 26 week
period ended April 29, 2000 as compared to 27.1% for the 26 week period ended
May 1, 1999.

Income from operations for the 26 week period ended April 29, 2000
decreased $6.8 million, or 42.5%, to $9.2 million from $16.0 million in the 26
week period ended May 1, 1999. As a percent of revenues, income from operations
for the 26 week period ended April 29, 2000 decreased to 12.2% from 19.0% for
the 26 week period ended May 1, 1999. These decreases were due to lower
aerospace revenues and an unfavorable sales mix of aerospace products offset by
the decrease in operating expenses due to the non-recurrence of the $2.8
million non-cash compensation expense associated with the vesting of stock
options and stock appreciation rights in connection with the repurchase of
common stock from AT Holdings largest shareholder and an increase in research
and development expense.

Interest expense for the 26 week period ended April 29, 2000 increased
$0.6 million, or 5.0%, to $12.6 million from $12.0 million for the 26 week
period ended May 1, 1999 primarily due to the issuance of the $55.0 million
Senior Subordinated Notes in connection with the repurchase of common stock of
AT Holdings from its largest shareholder on January 4, 1999 and higher interest
rates on term loans, partially offset by a lower level of term loans.

The income tax provision for the 26 week period ended April 29, 2000
decreased $4.0 million to a benefit of $1.4 million from an expense of $2.6
million in the 26 week period ended May 1, 1999. This decrease is due to a
pre-tax loss of $3.3 million for the 26 week period ended April 29, 2000 as
compared to a pre-tax income of $4.3 million and the effect of the
non-deductible compensation expense on the vesting of stock options and stock
appreciation rights for the 13 week period ended January 30, 1999.

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Net income for the 26 week period ended April 29, 2000 decreased $3.5
million, to a loss of $1.8 million compared to income of $1.7 million for the
26 week period ended May 1, 1999 primarily due to the revenue and expense
factors discussed above.

Fluctuations of Operating Results; Limitation of Quarterly Comparisons

Argo-Techs results of operations are subject to fluctuations from quarter
to quarter due to changes in demand for its products, changes in product mix
and other factors. Demand for its products can vary from quarter to quarter
due to changes in demand for, and timing of deliveries of, OEM, aftermarket and
military products and services. In particular, the timing of Argo-Techs
aftermarket sales tends not to occur on a predictable schedule and,
furthermore, the sales tend to occur in large quantities that can significantly
impact quarterly comparisons. Accordingly, year-to-year and quarter-to-quarter
comparisons of quarterly results may not be meaningful, and quarterly results
during the year are not necessarily indicative of the results that may be
expected for any future period or for the entire year.

Liquidity and Capital Resources

Argo-Tech is a holding company that receives all of its operating income
from its subsidiaries. As a result, Argo-Techs primary source of liquidity
for conducting business activities and servicing its indebtedness has been cash
flows from operating activities.

Cash for the period ended April 29, 2000 decreased $1.4 million to $2.5
million. This was primarily due to the scheduled repayment of term loans, the
purchase of stock from former employees and ESOP participants, an increase in
inventory and a decrease in accounts payable and accrued and other liabilities
offset by operating income, a decrease in accounts receivable and an additional
borrowing of long-term debt.

Capital expenditures for the 26 weeks ended April 29, 2000 totaled $1.2
million compared to $3.1 million for the 26 weeks ended May 1, 1999. Argo-Tech
expects to incur capital expenditures of approximately $2.8 million for the
remainder of fiscal year 2000, related to the continued maintenance of
facilities, equipment and systems to support current operating activities.

Long-term debt at April 29, 2000 consisted of $76.8 million principal
amount of term loans and $192.5 million principal amount of Senior Subordinated
Notes. A scheduled payment of $4.6 million was made on the term loans and $2.0
million was paid on the revolving credit facility. Argo-Tech has available,
after $1.0 million of letters of credit, a $13.0 million revolving credit
facility. As of April 29, 2000, there were $6.0 million of outstanding
borrowings on the revolving credit facility. The credit facility contains no
restrictions on the ability of Argo-Techs subsidiaries to make distributions
to Argo-Tech.

Certain Factors That May Affect Future Results

From time to time, information provided by Argo-Tech, statements by its
employees or information included in its filings with the Securities and
Exchange Commission (including those portions of the Managements Discussion
and Analysis that refer to the future) may contain forward-looking statements
that are not historical facts. Those statements are forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements, and the Companys future performance, operating
results, financial position and liquidity, are subject to a variety of factors
that could materially affect results. Some, but not necessarily all, of these
factors include: Argo-Techs dependence on the aerospace industry; government
regulation and oversight; defense spending; competition; product and
environmental liabilities; and risks associated with its workforce, suppliers,
and future acquisitions.

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ITEM 3.




QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In the ordinary course of operations, Argo-Techs major market risk
exposure is to changing interest rates. Argo-Techs exposure to changes in
interest rates relates primarily to its long-term debt obligations. At April
29, 2000, Argo-Tech has fixed rate debt totaling $195 million, including $2.5
million of accretion, at 8.625% and variable rate debt under its existing
credit facility of $76.8 million calculated at Argo-Techs choice using an
alternate base rate (ABR) or LIBOR, plus a supplemental percentage determined
by the ratio of debt to EBITDA. The variable rate is not to exceed ABR plus
1.50% or LIBOR plus 2.50%. In order to reduce variable interest rate exposure
on borrowings under its existing credit facility, Argo-Tech has three interest
rate swap agreements on a portion of the variable rate debt which fix the rate
on the notional amounts of $10.0 million at 6.08%, 6.10% and 6.805%,
respectively. In order to reduce fixed interest rate exposure on borrowings
under its fixed rate debt, Argo-Tech entered into a reverse rate swap agreement
on March 17, 2000 on the notional amount of $100.0 million at 6.38%. Argo-Tech
does not enter into derivative contracts for trading or speculative purposes.
A 10% fluctuation in interest rates would not materially affect Argo-Techs
financial condition, results of operations or cash flows.




PART II    OTHER INFORMATION




ITEM 6.




EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits  Schedule 27  Financial Data Schedule

Reports on Form 8-K  None

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SIGNATURE

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, thereunto duly authorized.

|                   |  |                                            
|------------------ |  | -------------------------------------------
|Date: June 9, 2000 |  | ARGO-TECH CORPORATION                      
|                   | 
|                   |  | By: /s/ Frances S. St. Clair               
|                   |  |                                            
|                   |  | Frances S. St. Clair                       
|                   |  | Vice President and Chief
 Financial Officer
|                   |  | (Duly Authorized Officer)                  
|                   | 
|                   |  | By: /s/ Paul A. Sklad                      
|                   |  |                                            
|                   |  | Paul A. Sklad                              
|                   |  | Controller                                 
|                   |  | (Principal Accounting Officer)             

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