8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT



                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 1, 2000



                              APPLIED POWER INC.
            (Exact name of Registrant as specified in its charter)


         Wisconsin                      1-11288                 39-0168610
(State or other jurisdiction        (Commission File         (I.R.S. Employer
     of incorporation)                  Number)             Identification No.)



                       N22 W23685 Ridgeview Parkway West
                        Waukesha, Wisconsin  53188-1013

          Mailing address:  P.O. Box 325, Milwaukee, Wisconsin 53201
              (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code:(262) 523-7600



Item 5.   Other Events.

               On May 1, 2000, Applied Power Inc. announced that it had signed a
definitive agreement to sell Barry Wright Corporation to an unaffiliated party.
On April 27, 2000, Applied Power Inc. announced that it had entered into a
definitive agreement to sell Air Cargo Equipment Corporation to an unafilliated
party. Both sales are expected to generate approximately $170 million in cash
proceeds.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits:

               See Exhibit Index following the Signature page of this report,
               which is incorporated herein by reference.



                                   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.



                                       APPLIED POWER INC.
                                       (Registrant)


Date: May 10, 2000                     By:   /s/  Richard D. Carroll
                                           ----------------------------------
                                             Richard D. Carroll
                                             Vice President
                                             Finance and Controller
                                             (Acting Principal Financial and
                                             Accounting Officer and duly
                                             authorized to sign on behalf of
                                             the Registrant)



                              APPLIED POWER INC.
                              (the "Registrant")
                         (Commission File No. 1-11288)

                                 EXHIBIT INDEX
                                      to
                            FORM 8-K CURRENT REPORT
                               Dated May 1, 2000



Exhibit                                       Filed
Number         Description                    Herewith
- ------         -----------                    --------

 99.1          Applied Power Inc.
               Press Release                     X
               dated May 1, 2000

 99.2          Applied Power Inc.
               Press Release                     X
               dated April 27, 2000

EX-99.1

                                                                    Exhibit 99.1

Applied Power Inc. Announces Strategic Divestitures

WAUKESHA, Wis.--(BUSINESS WIRE)--May 1, 2000--Applied Power Inc. (NYSE: APW -
news) announced today that it has signed a definitive agreement to sell Barry
Wright Corporation. This follows the announcement last week of the sale of the
Air Cargo Equipment business. These transactions are for cash with total
proceeds of approximately $170 million.

The transactions are expected to close within the next eight weeks.

The proceeds from these divestitures will be immediately used to reduce the debt
of Applied Power Inc. As a result, APW Ltd., which will be spun-off this summer
as previously announced, will have a stronger balance sheet and will be better
positioned to continue to invest in the high-growth electronics manufacturing
services market. Once completed, these divestitures will reduce the annual sales
of Applied Power's Industrial segment by approximately $140 million. The
continuing Applied Power Industrial business will be more strategically focused
as a result of these transactions. As previously announced, Applied Power's
Industrial segment will operate as Actuant Corporation following the spin-off.

The Barry Wright Corporation, comprised of the Barry Controls Aerospace and
Barry Controls Defense and Industrial divisions, and its UK subsidiary Barry
Controls Ltd., will be sold to Hutchinson S.A., a subsidiary of the
TotalFinaElf Group. Barry Wright specializes in vibration isolation products
serving a diverse mix of end markets, including aerospace, industrial and
defense.

The Air Cargo Equipment business will be sold to Telefax Incorporated (NYSE: TFX
- - news). Air Cargo is a manufacturer and marketer of air cargo containers, in-
plane loading systems, barrier nets, panels and hardware.

About Applied Power Inc.

Applied Power Inc., headquartered in Waukesha, Wisconsin, is a global company
comprised of two business segments. Electronics supplies electronic enclosures,
power supplies, thermal systems, backplanes, and cabling either as products or
integrated as a system supplied along with new product design, supply chain
management, assembly and test services. Industrial is composed of standard and
customized OEM products sold to a wide array of end users through distribution
or directly into a variety of niche markets.

     For further information contact:
     Applied Power Inc.
     Susan Hrobar, Vice President
     262-523-7600
     www.apwl.com

Certain of the above comments represent forward-looking statements made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995.
Management cautions that these projections are based on current estimates of
future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ from these estimates. Applied Power's
results are also subject to continued market acceptance of the Company's new
product introductions, the successful integration of recent acquisitions,
operating margin risk due to competitive pricing, foreign currency fluctuations
and interest rate risk.

Contact:

Applied Power Inc.
Susan Hrobar, 262/523-7775

EX-99.2

                                                                    Exhibit 99.2

Applied Power Inc. Signs Definitive Agreement To Sell Air Cargo Equipment

WAUKESHA, Wis.--(BUSINESS WIRE)--April 27, 2000--Applied Power Inc. (NYSE: APW-
news) announced today that it has signed a definitive agreement to sell its Air
Cargo Equipment business to Teleflex Incorporated (NYSE: TFX - news). Details of
the transaction were not disclosed at this time.

About Applied Power Inc.

Applied Power Inc., headquartered in Waukesha, Wisconsin, is a global company
comprised of two business segments. Electronics supplies electronic enclosures,
power supplies, thermal systems, backplanes, and cabling either as products or
integrated as a system supplied along with new product design, supply chain
management, assembly and test services. Industrial is composed of standard and
customized OEM products sold to a wide array of end users through distribution
or directly into a variety of niche markets.

Certain of the above comments represent forward-looking statements made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995.
Management cautions that these projections are based on current estimates of
future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ from these estimates. Applied Power's
results are also subject to continued market acceptance of the Company's new
product introductions, the successful integration of recent acquisitions,
operating margin risk due to competitive pricing, foreign currency fluctuations
and interest rate risk.
- -------------
Contact:

  Applied Power Inc.
  Susan Hrobar, 262-523-7600
  www.apwl.com