10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                   For the fiscal year ended December 31, 1999
                                       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                          1-14182

                              TB Wood's Corporation
             (Exact name of registrant as specified in its charter)

                  Delaware                                        25-1771145
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                        Identification No.)

  440 North Fifth Avenue, Chambersburg, PA                          17201
  (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code   (717) 264-7161

Securities registered pursuant to Section 12(b) of the Act:

                Title of each class                    Name of each Exchange on
                                                           Which Registered

           Common Stock, $.01 par value                New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates of the
registrant based on the closing price on February 11, 2000, was $50,238,873. On
February 15, 2000, there were 5,467,403 shares of the registrant's common stock
outstanding.


                                       1




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Chambersburg and Commonwealth of Pennsylvania, on March 30, 2000.


                                                   TB WOOD'S CORPORATION




                                                   By:       /s/ MICHAEL L. HURT
                                                             -------------------
                                                             Michael L. Hurt
                                                             President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



/s/ THOMAS C. FOLEY            Chairman of the Board              March 30, 2000
- -------------------            (Principal Executive Officer)
Thomas C. Foley



/s/ MICHAEL L. HURT            President and Director             March 30, 2000
- -------------------            (Principal Executive Officer)
Michael L. Hurt



/s/ JEAN-PIERRE L. CONTE       Director                           March 30, 2000
- ------------------------
Jean-Pierre L. Conte



/s/ ROBERT DOLE                Director                           March 30, 2000
- ---------------
Senator Robert Dole



/s/ CRAIG R. STAPLETON         Director                           March 30, 2000
- ----------------------
Craig R. Stapleton



/s/ THOMAS F. TATARCZUCH       Vice President-Finance,            March 30, 2000
- ------------------------       (Principal Financial Officer and
Thomas F. Tatarczuch           Principal Accounting Officer)







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EX-23.2

                                  EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement File No. 333-07231, File No. 333-31785, and File No.
333-31787.

ARTHUR ANDERSEN LLP



Atlanta, Georgia
March 28, 2000