UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~April~~July 3, 2005

Commission file number 1-7807

Champion Parts, Inc.

(Exact name of registrant as specified in its charter)

Illinois

36-2088911

(State or other jurisdiction of

I.R.S. Employer Identification No.

incorporation or organization)

2005 West Avenue B, Hope, Arkansas 71801

(Address of principal executive offices)

870-777-8821

(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.

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Outstanding as of ~~April~~July 3, 2005

Common Shares - $0.10 Par Value 3,655,266

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

Champion Parts, Inc.

Form 10-Q

Cross Reference Index

PART I	FINANCIAL INFORMATION	PAGE
ITEM 1.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	Balance Sheets - Assets	3
	Balance Sheets – Assets	3
	Balance Sheets - Liabilities & Stockholders' Equity	4
	Statements of Income	5
	Statement of Stockholders' Equity	6
	Statements of Comprehensive Income	7
	Statements of Cash Flows	8
	Notes to Financial Statements	9-11
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS
	Management Overview	12
	Results of Operations
	Three Months Ended April 3, 2005	12-13
	Three Months Ended July 3, 2005	13
	Critical Accounting Policies and Estimates	13-14
	Six Months Ended July 3, 2005	14
	Recent Accounting Pronouncements	14
	Critical Accounting Policies and Estimates	15
	Recent Accounting Pronouncements	15
	Liquidity and Capital Resources
	Liquidity Overview	1416
	Working Capital	1516
	Debt	~~15-16~~17
	Seasonality	1617
	Future Outlook	1617
	Factors Which May Affect Future Results	1718
	Off-Balance Sheet Arrangements	1718
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1819
ITEM 4.	CONTROLS AND PROCEDURES	1819

PART II	OTHER INFORMATION
ITEM 5.	LEGAL PROCEEDINGS	1920
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	1920
	SIGNATURE PAGE	2021
EXHIBITS
31.1	SECTION 302 OFFICER CERTIFICATION	2122
32.1	SECTION 906 CERTIFICATION	2223

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	July 3, 2005	December 31, 2004
ASSETS	(Unaudited)	(Audited)

CURRENT ASSETS:
Cash	$ 272,000	$ 358,000
Accounts receivable trade, less allowance for uncollectibles
of $1,281,000 and $1,121,000 in 2005 and 2004, respectively	10,267,000	10,410,000

Miscellaneous receivables	177,000	197,000

Inventories, net of reserves	11,819,000	12,710,000

Prepaid expenses and other assets	590,000	634,000

Deferred income tax asset	73,000	73,000
Total current assets	23,198,000	24,382,000

PROPERTY, PLANT AND EQUIPMENT:
Land	70,000	70,000
Buildings	4,457,000	4,453,000
Machinery and equipment	14,481,000	14,383,000
Gross property, plant & equipment	19,008,000	18,906,000
Less: Accumulated depreciation	16,849,000	16,625,000
Net property, plant & equipment	2,159,000	2,281,000

Total other assets	401,000	408,000

Total assets	$25,758,000	$27,071,000

	April 3, 2005	December 31, 2004
ASSETS
CURRENT ASSETS:
Cash	$ 285,000	$ 358,000
Accounts receivable trade, less allowance for uncollectibles
of $1,202,000 and $1,121,000 in 2005 and 2004, respectively	10,584,000	10,410,000
Miscellaneous receivables	194,000	197,000
Inventories, net of reserves	12,380,000	12,710,000
Prepaid expenses and other assets	630,000	634,000
Deferred income tax asset	73,000	73,000
Total current assets	24,146,000	24,382,000
PROPERTY, PLANT AND EQUIPMENT:
Land	70,000	70,000
Buildings	4,456,000	4,453,000
Machinery and equipment	14,428,000	14,383,000
Gross property, plant & equipment	18,954,000	18,906,000
Less: Accumulated depreciation	16,737,000	16,625,000
Net property, plant & equipment	2,217,000	2,281,000
Total other assets	404,000	408,000
Total assets	$26,767,000	$27,071,000

The accompanying notes are an integral part of these statements.

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	July 3, 2005	December 31, 2004
LIABILITIES AND STOCKHOLDERS’ EQUITY	(Unaudited)	(Audited)

CURRENT LIABILITIES:
Accounts payable	$8,881,000	$8,001,000
Accrued expenses:
Salaries, wages and employee benefits	468,000	393,000
Other accrued expenses	4,988,000	4,833,000
Taxes other than income	81,000	51,000
Current maturities of long-term debt:
Current maturities – mortgage note	107,000	104,000
Current maturities – subordinated debt	-0-	6,000
Total current maturities of long-term debt	107,000	110,000

Total current liabilities	14,525,000	13,388,000

DEFERRED INCOME TAXES	73,000	73,000

LONG-TERM DEBT:
Long-term notes payable – revolver	7,384,000	10,195,000
Long-term notes payable – mortgage note	707,000	762,000
Long-term notes payable – subordinated debt	1,793,000	1,793,000
Long-term notes payable – asset purchase note	130,000	130,000
Total long-term debt	10,014,000	12,880,000

STOCKHOLDERS' EQUITY:

Preferred stock - No par value; authorized, 10,000,000
shares; issued and outstanding, none	-0-	-0-
Common stock - $.10 par value; authorized, 50,000,000 shares,
issued and outstanding, 3,655,266 shares	366,000	366,000
Additional paid-in capital	15,578,000	15,578,000
Accumulated (deficit)	(12,556,000)	(12,972,000)
Accumulated other comprehensive (loss)	(2,242,000)	(2,242,000)
Total stockholders’ equity	1,146,000	730,000

Total liabilities and stockholders’ equity	$25,758,000	$27,071,000

	April 3, 2005	December 31, 2004
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$8,147,000	$8,001,000
Accrued expenses:
Salaries, wages and employee benefits	430,000	393,000
Other accrued expenses	4,964,000	4,833,000
Taxes other than income	124,000	51,000
Current maturities of long-term debt:
Current maturities – mortgage note	107,000	104,000
Current maturities – subordinated debt	-0-	6,000
Total current maturities of long-term debt	107,000	110,000
Total current liabilities	13,772,000	13,388,000
DEFERRED INCOME TAXES	73,000	73,000
LONG-TERM DEBT:
Long-term notes payable – revolver	9,375,000	10,195,000
Long-term notes payable – mortgage note	734,000	762,000
Long-term notes payable – subordinated debt	1,793,000	1,793,000
Long-term notes payable – asset purchase note	130,000	130,000
Total long-term debt	12,032,000	12,880,000
STOCKHOLDERS' EQUITY:
Preferred stock - No par value; authorized, 10,000,000
shares; issued and outstanding, none	-0-	-0-
Common stock - $.10 par value; authorized, 50,000,000 shares,
issued and outstanding, 3,655,266 shares	366,000	366,000
Additional paid-in capital	15,578,000	15,578,000
Accumulated (deficit)	(12,812,000)	(12,972,000)
Accumulated other comprehensive (loss)	(2,242,000)	(2,242,000)
Total stockholders’ equity	890,000	730,000
Total liabilities and stockholders’ equity	$26,767,000	$27,071,000

The accompanying notes are an integral part of these statements.

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (CONDENSED)

FOR THE PERIODS ENDED

(Unaudited)

	Three Months April 3, 2005	Three Months March 28, 2004
	Six Months July 3, 2005	Six Months June 27, 2004	Three Months July 3, 2005	Three Months June 27, 2004
Net Sales	$511,~~813~~808,000	$510,~~468~~592,000	$5,995,000	$5,124,000
Costs and Expenses:
Cost of products sold	49,~~937~~980,000	48,~~557~~528,000	5,044,000	3,971,000
Selling, distribution & administrative	~~571~~1,140,000	~~680~~1,354,000	568,000	674,000
Total costs and expenses	511,~~508~~120,000	59,~~237~~882,000	5,612,000	4,645,000
Operating income	~~305~~688,000	~~231~~710,000	383,000	479,000
Non-operating expense/(income):
Interest expense, net	~~170~~322,000	~~145~~300,000	150,000	155,000
Other non-operating (income)	(4386,000)	(~~254~~256,000)	(42,000)	(3,000)
Total non-operating expense/(income)	~~127~~236,000	~~(109~~44,000)	108,000	152,000
Net income before income taxes	~~178~~452,000	~~340~~666,000	275,000	327,000
Income taxes	1836,000	59,000	19,000	5,000
Net income	$ ~~160~~416,000	$ ~~335~~657,000	$ 256,000	$ 322,000
Weighted Average Common Shares Outstanding at April 3, 2005:
Basic	3,655,266	3,655,266	3,655,266	3,655,266
Diluted	3,~~753~~745,~~371~~776	3,~~756~~754,~~252~~222	3,738,181	3,752,191
Earnings Per Common Share - Basic:
Net income per common share - basic	$ 0.0411	$ 0.0918	$ 0.07	$ 0.09
Earnings Per Common Share - Diluted:
Net income per common share - diluted	$ 0.0411	$ 0.0918	$ 0.07	$ 0.09

The accompanying notes are an integral part of these statements

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

	Common Shares	Common Stock Amount	Additional Paid-in Capital	Accumulated (Deficit)	Accumulated Comprehensive (Loss)
BALANCE – December 31, 2004	3,655,266	$ 366,000	$ 15,578,000	$(12,972,000)	$ (2,242,000)
Net Income	-0-	-0-	-0-	~~160~~416,000	-0-
BALANCE – April 3, 2005	3,655,266	$ 366,000	$ 15,578,000	$(12,812,000)	$ (2,242,000)
BALANCE – July 3, 2005	3,655,266	$ 366,000	$ 15,578,000	$(12,556,000)	$ (2,242,000)

The accompanying notes are an integral part of these statements

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months April 3, 2005	Three Months March 28, 2004
	Six Months July 3, 2005	Six Months June 27, 2004	Three Months July 3, 2005	Three Months June 27, 2004
Net income and other comprehensive income	$ ~~160~~416,000	$ ~~335~~657,000	$ 256,000	$ 322,000

The accompanying notes are an integral part of these statements.

CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months April 3, 2005	Three Months March 28, 2004
	Six Months July 3, 2005	Six Months June 27, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ ~~160~~416,000	$ ~~335~~657,000
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization	~~116~~231,000	~~120~~239,000
Provision for inventory write-offs	~~170~~57,000	~~(12~~173,000)
Provision for doubtful accounts	81160,000	7632,000
Write-off City of Hope, Arkansas note	-0-	(250,000)
Changes in assets and liabilities:
Accounts receivable – gross	(~~255~~17,000)	~~644~~1,485,000
Other accounts receivable	320,000	2230,000
Inventories – gross	~~250~~924,000	(~~976~~1,913,000)
Prepaid expenses	444,000	(1334,000)
Accounts payable	~~146~~880,000	1,~~440~~071,000
Accrued liabilities and other	~~151~~170,000	~~(192~~150,000)
NET CASH PROVIDED BY OPERATING ACTIVITIES	~~826~~2,885,000	1,~~194~~640,000
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures	(48102,000)	(3981,000)
NET CASH USED IN INVESTING ACTIVITIES	(48102,000)	(3981,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing under revolving loan agreement	(820,000)	(589,000)
(Payments) under term loan agreement	-0-	(577,000)
(Payments) on mortgage note obligation	(25,000)	-0-
Net (payments)/borrowing under revolving loan agreement	(2,811,000)	(503,000)
(Payments) on term note obligations	-0-	(116,000)
(Payments) on mortgage note obligation	(52,000)	-0-
(Payments) under long-term subordinate debt obligations	(6,000)	(48,000)
(Payments) on term note obligations	-0-	(30,000)
NET CASH (USED IN) FINANCING ACTIVITIES	(851,000)	(768,000)
(Payments) under long-term subordinate debt obligations	(6,000)	(54,000)
NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS	(73,000)	402,000
NET CASH USED IN FINANCING ACTIVITIES	(2,869,000)	(1,164,000)
NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS	(86,000)	395,000
CASH AND CASH EQUIVALENTS - Beginning of period	358,000	135,000
CASH AND CASH EQUIVALENTS - End of period	$ ~~285~~272,000	$ ~~537~~530,000
Supplemental disclosures of cash flow information
Cash paid during the quarter:
Cash paid during the first half:
Income taxes	$ 141,000	$ 3837,000
Interest	~~163~~322,000	~~158~~311,000

The accompanying notes are an integral part of these statements.

CHAMPION PARTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

_________________________________________________________________

Note 1.

The accompanying financial statements for the three months and six months ending ~~April~~July 3, 2005 and ~~March~~June 2827, 2004 have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements and these notes should be read in conjunction with the consolidated financial statements and footnotes of the Company included in the Company's Annual Report submitted on Form 10-K for the year ended December 31, 2004.

The consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date.

Certain amounts relating to ~~March~~June 2827, 2004 have been reclassified to conform to the current year's presentation.

The Company previously adopted Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosures about Segments of an Enterprise and Related Information” and management views the Company as one business segment, the remanufacturing of auto parts.

Note2.

The information furnished herein reflects all adjustments (consisting only of normal recurring accruals), which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period. Results of operations for the ~~three~~six months ending ~~April~~July 3, 2005 are not necessarily indicative of results to be expected for the entire year.

Note 3.

Inventories are valued at the lower of cost (first-in, first-out method) or market. A summary of the gross inventories and reserves follows:

	April 3, 2005	December 31, 2004
	July 3, 2005	December 31, 2004
Gross Inventories:
Raw cores	$ 7,~~226~~059,000	$ 7,019,000
Parts	3,~~099~~009,000	2,766,000
Sub-total raw materials	10,~~325~~068,000	9,785,000
Work-in-process	3,~~446~~400,000	3,321,000
Finished goods	5,~~979~~607,000	6,894,000
Total gross inventories	$ 19,~~750~~075,000	$ 20,000,000
Inventory Reserves:
Core devaluation	$ (3,~~485~~523,000)	$ (3,384,000)
Obsolescence	(3,~~243~~222,000)	(3,298,000)
Valuation reserves	(~~642~~511,000)	(608,000)
Total inventory reserves	$ (7,~~370~~256,000)	$ (7,290,000)
Total net inventories	$ 1211,~~380~~819,000	$ 12,710,000

Note 4.

For reporting purposes, product and core returns are offset against gross sales in arriving at net sales. Total returns for the three months ended ~~April~~July 3, 2005 were $1,~~947~~702,000 compared to $1,~~387~~899,000 at ~~March~~June 2827, 2004. Total returns for the six months ended July 3, 2005 were $3,649,000 compared to $3,285,000 at June 27, 2004.

Note 5.

In the ~~first~~second quarter of 2005, net sales to the Company's four largest customers ~~were~~accounted for approximately 2672%, ~~19%, 16% and 11%~~ of total net sales. In the ~~first~~second quarter of 2004, net sales to the Company's four largest customers were approximately 2275%, ~~21%, 20% and 14%~~ of total net sales.

A reduction in the level of sales to or the loss of one or more of these customers would have a material adverse effect on the Company’s financial condition and results of operations.

Note 6.

Long-lived Assets - The Company reviews the carrying values of its long-lived assets and identifiable intangible assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. ~~Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell.~~ As of ~~April~~July 3, 2005 there has been no impairment of long lived-assets.

Note 7.

The income tax expense attributable to operations for the three and six months ended ~~April~~July 3, 2005 and ~~March~~June 2827, 2004, differed from the amounts computed by applying the federal income tax rate of 34% principally as a result of tax benefits recognized related to the carry forward of net operating losses.

Note 8.

Debt - On August 10, 2004, the Company entered into a three-year secured revolving credit facility with PNC Bank, National Association, replacing the Congress Financial Corporation credit facility. Maximum credit available under the new PNC facility is $14,000,000, including available letter of credit accommodations of $1,000,000. The interest rate on the revolving debt facility is lender prime plus ~~1/4~~0.25 % or LIBOR plus 2%, and for letters of credit, the rate is 3.25% per annum on the daily outstanding balance.

Also, on August 10, 2004, the Company entered into a commercial property loan on its Hope, Arkansas properties with Elk Horn Bank and Trust Company acting as lead bank for a group of five lending institutions. The loan with Elk Horn is for $900,000, with seven-year amortization and an interest rate of New York prime plus 2% adjusted quarterly.

On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement dated August 10, 2004 with PNC Bank, National Association. Amendment No. 1 set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis.

On June 28, 2004, the Company consummated the sale of its Beech Creek facility and property. The plant was vacated after consolidating operations in March of 2002. The gross value of the transaction was $1.5 million and the net proceeds were used to reduce property term debt and revolver debt in July. The net difference between sales proceeds received, assets held for sale and other costs of approximately $118,000 was recorded against the asset restructuring reserve provided for this transaction. A $200,000 escrow account was established at the closing of the sale of the property to cover future EPA issues. Sale of the Beech Creek property allowed the Company to proceed with replacing the Congress loan facility with the new lenders.

Note 8. (Continued)

At ~~April~~July 3, 2005, the balance outstanding on the Company’s revolver loan facility with PNC Bank, National Association was $97,~~375~~384,000 and letter of credit accommodations were $40,000. Also at ~~April~~July 3, 2005, the balance outstanding on the Company’s commercial mortgage loan with Elk Horn Bank was $~~841~~814,000. The total of the loan balances was $108,~~216~~198,000, which compares to total loan balances at December 31, 2004 of $11,061,000 and letter of credit accommodations of $40,000.

At ~~April~~July 3, 2005, the Company was in compliance with the amended fixed charge coverage ratio covenant.

Note 9.

At March 28, 2004, the Company met job expansion incentives and the $250,000 City of Hope, Arkansas note was forgiven. The forgiveness of the debt was taken into non-operating income.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Management Overview

~~First~~Second quarter 2005 net sales of $5,~~813~~995,000 were $~~345~~871,000, or 617.30%, higher than the same period in 2004 ~~primarily~~ reflecting stronger sales of constant velocity ~~axle~~axles, ~~sales~~heavy duty and ~~higher~~agricultural ~~than~~products, ~~anticipated~~and ~~net~~air ~~sales~~conditioning ~~of carburetor~~ products. Cost of products sold for the quarter was higher than 2004 by $~~380~~1,073,000, ~~or 8.3%, principally~~ as a result of significantly higher sales, product mix and increased costs of raw materials. Selling, distribution and administrative expenses for the quarter were lower than ~~first~~the second quarter 2004 by $~~109~~106,000, or 1615.07%, primarily due to lower administrative salaries and elimination of costs associated with the Beech Creek, Pennsylvania facility that was sold in June of last year. Operating income for the quarter was $~~305~~383,000 versus $~~231~~479,000 in ~~first~~second quarter 2004, ana ~~increase~~decrease of $7496,000, or 3220.0%.

Interest ~~cost~~expense for the quarter was up $255,000 ~~over~~less compared to 2004, reflecting a ~~higher~~lower revolver balance ~~this year plus a temporary one-percentage point interest increase that resulted from the Amendment to the PNC Bank loan facility. On March 18~~, ~~2005,~~partially ~~the~~offset ~~Company~~by ~~entered~~higher ~~into an amendment to the Credit, Loan and Security Agreement. Amendment No. 1 set forth the terms for temporary modification of the revolving~~ interest ~~rate from 0~~rates.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis.

~~Non-operating~~First ~~income~~six ~~for~~months ~~the~~2005 ~~quarter~~net ~~was~~sales of $4311,808,000 ~~versus~~were $~~254~~1,216,000, inor 11.5%, higher than the same period ofin 2004, aprimarily ~~$211~~reflecting stronger sales of constant velocity axles,~~000~~ ~~decrease.~~heavy Atduty ~~the~~and ~~end~~agricultural ofproducts, ~~the~~and ~~first~~air ~~quarter~~conditioning products. Cost of ~~2004,~~products sold for the ~~Company~~first ~~met~~half ~~job~~was ~~expansion~~higher ~~incentives~~than ~~and~~2004 ~~the~~by $~~250~~1,452,000 ~~City of Hope~~, ~~Arkansas~~as ~~note~~a ~~was~~result ~~forgiven.~~of ~~This~~significantly ~~accounts~~higher ~~for~~sales, ~~the~~product ~~significant~~mix ~~decline~~and inincreased ~~non-operating~~costs ~~income~~of ~~from~~raw ~~last year~~materials. ~~Net~~Selling, ~~income~~distribution and administrative expenses for the ~~first~~half ~~quarter~~were ~~was~~lower ~~$160,000~~than ~~versus~~2004 by $~~335~~214,000, inor ~~2004~~15.8%, ~~The~~primarily ~~$175,~~due ~~000~~to ~~decline~~lower inadministrative ~~net~~salaries ~~income~~and ~~primarily~~elimination ~~reflects~~of ~~the~~costs ~~recognition~~associated ofwith the ~~$250~~Beech Creek,~~000~~ ~~loan~~Pennsylvania ~~forgiveness~~facility that was sold in June of last year’s. ~~net~~Operating income for the ~~quarter. On~~first ahalf ~~comparable~~was ~~basis~~$688,000 ~~2005~~versus ~~first~~$710,000 ~~quarter~~in ~~income~~first ~~exceeded~~half ~~the~~ 2004, ~~first~~a ~~quarter~~decrease byof $7522,000, or 3.1%.

~~RESULTS~~Interest OFcost ~~OPERATIONS~~for the quarter was up $22,000 over 2004, reflecting higher interest rates. On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement with PNC Bank. The amendment set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. Interest rates have subsequently returned to the level originally specified in the Loan Agreement, 0.25% above bank prime (6.25%).

~~Three~~Non-operating ~~months~~income ~~ended~~for ~~April~~the 3first half was $86,000 versus $256,000 in the same period of 2004, a $170,000 decrease. At the end of the first quarter of 2004, the Company met job expansion incentives and the $250,000 City of Hope, Arkansas note was forgiven. In 2005, ~~compared~~the tocompany ~~three~~earned ~~months~~$78,000 ~~ended~~in ~~March~~rebates 28from the State of Arkansas for meeting job expansion incentives. Net income for the first half was $416,000 versus $657,000 in 2004. The $241,000 decline in net income primarily reflects the recognition of the $250,000 loan forgiveness in the prior year’s net income. On a comparable basis, net income for the first half of 2005 was $69,000 lower compared to the same period in 2004.

Net sales for the quarter ending April 3, 2005 were $5,813,000 versus net sales of $5,468,000 for the same fiscal quarter in 2004. The $345,000, or 6.3%, increase in net sales compared to 2004 reflected stronger net sales of constant velocity axle products and higher than anticipated net sales of carburetors. Net sales of air conditioning, heavy duty and agricultural product lines were essentially level with last year. Total product and core returns, which are accounted for as reductions to gross sales, were 24.7% and 19.9% of gross sales for the first quarter of 2005 and 2004, respectively. Product and core returns are accounted for on an accrual basis driven by gross sales, consequently the higher percentage for the first quarter of 2005 reflects the impact of the higher carburetor sales.

Carburetor net sales were 47.1% and 46.4% of total net sales, respectively, for the first quarter of 2005 and 2004. Even though new vehicles sold are no longer equipped with carburetors in the United States and Canada, the Company continues to sell replacement units for older vehicles, which predominantly use carburetors. The Company expects that the trend in carburetor sales will decline in future periods. In addition, carburetor margins may be negatively impacted in the future as customers accelerate product returns during periods of declining demand.

~~Cost~~RESULTS ofOF products sold were $4,937,000, or 84.9%, of net sales for 2005 as compared to $4,557,000, or 83.3%, for the first quarter of 2004. The $380,000, or 8.3% increase versus 2004 is primarily due to significantly higher sales and increased prices of raw materials. Prices have increased for purchased materials that are petroleum based.OPERATIONS

~~Selling,~~Three ~~distribution~~months ~~and~~ended ~~administrative~~July ~~expenses~~3, ~~for the first quarter~~ 2005 ~~were $571,000~~ compared to ~~$680,000~~three inmonths ~~first~~ended ~~quarter~~June ~~of 2004. The spending decrease of $109~~27,~~000~~ ~~primarily reflects the elimination of residual operating costs recorded in administrative overhead last year for the idle Pennsylvania facility (taxes, insurance and utilities), sold in June of~~ 2004~~. Administrative salaries and associated fringe costs were also lower than last year.~~

~~Operating~~Net ~~income~~sales for the quarter ~~was~~ending July 3, 2005 were $~~305~~5,~~000~~995,000 ~~compared~~versus tonet sales of $~~231~~5,124,000 for the ~~first~~same fiscal quarter ofin 2004. The ~~operating~~$871,000, ~~income~~or 17.0%, the increase ~~versus~~in net sales compared to 2004 isreflected ~~attributed~~stronger sales of constant velocity axles, heavy duty, agricultural, and air conditioning products. Total product and core returns, which are accounted for as reductions to ~~the~~gross ~~higher~~sales, ~~net~~were 21.7% and 26.6% of gross sales for the second quarter of 2005 and 2004, respectively. Product and core returns are accounted for on an accrual basis driven by gross sales, consequently the lower percentage for the second quarter of 2005 reflects the impact of the lower carburetor sales.

~~Interest~~Carburetor ~~expense~~net ofsales ~~$170,000~~were ~~for~~42.3% ~~the~~and ~~quarter~~50.4% ~~was~~of uptotal ~~$25~~net sales,~~000~~ ~~over 2004~~respectively, ~~reflecting~~for athe ~~higher~~second ~~revolver~~quarter ~~balance~~of ~~this~~2005 ~~year~~and ~~plus~~2004. ~~the~~Even ~~temporary~~though ~~percentage~~new ~~point~~vehicles ~~interest~~sold ~~increase~~are ~~that~~no ~~resulted~~longer ~~from~~equipped ~~the~~with ~~Amendment~~carburetors toin the ~~PNC~~United ~~Bank~~States ~~loan~~and ~~facility. On March 18~~Canada, ~~2005,~~ the Company ~~entered~~continues ~~into~~to ansell ~~amendment~~replacement tounits ~~the~~for ~~Credit~~older vehicles, ~~Loan~~which ~~and~~predominantly ~~Security~~use ~~Agreement~~carburetors. The ~~Amendment~~Company ~~No.~~expects 1that ~~set forth~~ the ~~terms~~trend ~~for~~in ~~temporary~~carburetor ~~modification~~sales ofwill ~~the~~decline ~~revolving~~in ~~interest~~future ~~rate from 0~~periods.~~25%~~ In ~~to 1.25% above bank prime through April 12~~addition, ~~2005;~~carburetor ~~the~~margins ~~terms~~may ~~for~~be ~~temporary~~negatively ~~over-formula~~impacted ~~advances resulting from a change~~ in the ~~Lender’s~~future ~~interpreting~~as ~~the~~customers ~~formula~~accelerate ~~for~~product ~~calculating~~returns ~~Eligible~~during ~~Receivables;~~periods ~~the definition~~ of ~~collateral~~declining ~~monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis~~demand.

Non-operating income for the quarter was $43,000 versus $254,000 in the same period of 2004, a $211,000 decrease. At the end of the first quarter of 2004, the Company met job expansion incentives and the $250,000 City of Hope, Arkansas note was forgiven. This accounts for the significant decline in non-operating income from last year.13

~~Net~~Cost ~~income~~of products sold was $~~160~~5,044,000, or 84.1%, of net sales for ~~the~~2005 ~~first~~as ~~quarter~~compared ~~versus~~to $~~335~~3,971,000, or 77.5%, for the second quarter of 2004. The $~~175~~1, 073,000, orincrease ~~52.2%,~~versus ~~decline~~2004 inis primarily ~~reflects~~due ~~the~~to ~~recognition~~significantly ofhigher ~~the~~sales, ~~$250~~product mix,~~000~~ ~~loan~~and ~~forgiveness~~increased cost of raw materials. The product mix in ~~last~~the ~~year’s~~second ~~net~~quarter ~~income.~~of On2005 included a ~~comparable~~larger ~~basis,~~percentage ~~2005~~of ~~first~~new ~~quarter~~products ~~income~~that ~~exceeded~~have ~~the~~a ~~2004~~higher ~~first~~cost ~~quarter~~of byraw ~~$75,000~~materials ~~due~~as compared to ~~lower~~remanufactured ~~costs~~products. Prices ~~and~~also ~~the~~increased ~~stronger~~in ~~net~~2005 ~~sales~~for ~~performance~~purchased materials that are petroleum based.

Selling, distribution and administrative expenses for the second quarter 2005 were $568,000 compared to $674,000 in second quarter of 2004. The spending decrease of $106,000 primarily reflects the elimination of residual operating costs recorded in administrative overhead last year for the idle Pennsylvania facility (taxes, insurance and utilities), sold in June of 2004. Administrative salaries and associated fringe costs were also lower than last year.

Operating income for the quarter was $383,000, compared to $479,000 for the second quarter of 2004. The operating income decrease versus 2004 is attributed to higher cost of products sold as described above.

Interest expense of $150,000 for the quarter was $5,000 less than 2004, reflecting a lower revolver balance this year. This was partially offset by higher interest rates. The revolving interest rate is 0.25% above bank prime. The commercial property loan rate is New York prime plus 2% adjusted quarterly.

Non-operating income for the quarter was $42,000 versus $3,000 in the same period of 2004. The $39,000 increase reflects rebates the company earned for meeting job expansion incentives.

Net income was $256,000 for the second quarter versus $322,000 for 2004. The $66,000, or 20.5%, decline resulted from higher cost of products sold.

Six months ended July 3, 2005 compared to six months ended July 27, 2004

Net sales for the six months ending July 3, 2005 were $11,808,000 versus net sales of $10,592,000 for the same fiscal period in 2004. The $1,216,000, or 11.5%, increase in net sales compared to 2004 reflected stronger sales of constant velocity axles, heavy duty, agricultural, and air conditioning products. Carburetor sales in the first half of 2005 were also moderately higher than the same period of 2004. Total product and core returns, which are accounted for as reductions to gross sales, were 23.2% and 23.3% of gross sales for the first quarter of 2005 and 2004, respectively. Product and core returns are accounted for on an accrual basis driven by gross sales.

Carburetor net sales were 45.1% and 47.4% of total net sales, respectively, for the first half of 2005 and 2004. Even though new vehicles sold are no longer equipped with carburetors in the United States and Canada, the Company continues to sell replacement units for older vehicles, which predominantly use carburetors. The Company expects that the market for carburetors will decline in future periods. In addition, carburetor margins may be negatively impacted in the future as customers accelerate product returns during periods of declining demand.

Cost of products sold was $9,980,000, or 84.5%, of net sales for 2005 as compared to $8,528,000, or 80.5%, for the first half of 2004. The $1,452,000, increase versus 2004 is primarily due to significantly higher sales, product mix and increased costs of raw materials. Prices increased in 2005 for purchased materials that are petroleum based.

Selling, distribution and administrative expenses year-to-date in 2005 were $1,140,000 compared to $1,354,000 in the same period of 2004. The spending decrease of $214,000 primarily reflects the elimination of residual operating costs recorded in administrative overhead last year for the idle Pennsylvania facility (taxes, insurance and utilities), sold in June of 2004. Administrative salaries and associated fringe costs were also lower than last year.

Operating income for the first half was $688,000, compared to $710,000 for the first half of 2004. The operating income decrease versus 2004 is attributed to higher cost of products sold.

Interest expense of $322,000 for the six months was up $22,000 over 2004, reflecting higher interest rates. On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement with PNC Bank. The amendment set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. Interest rates have subsequently returned to the level originally specified in the Loan Agreement. Bank prime (6.25% on July 3, 2004) is significantly higher compared to 2004 (4.00% on June 27, 2004).

Non-operating income for the period was $86,000 versus $256,000 recorded in 2004, a $170,000 decrease. At the end of the first quarter of 2004, the Company met job expansion incentives and the $250,000 City of Hope, Arkansas note was forgiven. In 2005, the company earned $78,000 in rebates from the State of Arkansas for meeting job expansion incentives.

Net income was $416,000 for the first six months versus $657,000 for 2004. The $241,000, or 36.7% decline, primarily reflects the recognition of the $250,000 loan forgiveness in last year’s net income.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's financial statements reflect the selection and application of accounting policies that require management to make significant estimates and assumptions. Management believes that the following points are some of the more critical judgment areas in the application of accounting policies that currently affect the Company's financial condition and results of operations. Preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues, and expenses and related contingent liabilities. On an on-going basis, the Company evaluates its estimates for propriety, including those related to revenues, accounts receivable and inventory reserves, income taxes, and contingencies and litigation. The Company bases its reserve estimates on historical experience, current market and operating trends, and on various assumptions that are believed to be reasonable under current operating circumstances. Actual results may differ from these estimates under different assumptions or conditions.

1316

The Company recognizes sales when products are shipped. Net sales reflect deductions for cores returned for credit and other customary returns and allowances. Such deductions and returns and allowances are recorded currently based upon continuing customer relationships and other criteria. The Company's customers are encouraged to trade-in rebuildable cores for products that are included in the Company's current product line.

Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. At ~~April~~July 3, 2005, the Company’s deferred tax asset consisted principally of net inventory reserves and net operating loss carryforwards. The Company’s deferred tax asset has been reduced by a valuation allowance to the extent such benefits are not expected to be fully utilized.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS No. 123, as revised, requires recognition of the cost of employee services provided in exchange for stock options and similar equity instruments based on the fair value of the instrument at the date of grant. Statement 123, as originally issued, is effective until the provisions of Statement 123(R) are fully adopted. Statement 123(R) is effective the beginning of the next fiscal year. The Company will adopt this guidance as of January 1, 2006 and begin recognizing compensation expense related to stock options should any be issued.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs (“SFAS No. 151”). SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The Company does not expect the adoption of the statement to have a material effect on its financial statements, which is effective with fiscal years beginning after June 15, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Overview

On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement. Amendment No. 1 set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. The Company has met all of the thresholds and terms of Amendment No.1 and returned to positive borrowing availability prior to the April 12, 2005 date specified in the Amendment. Interest rates have subsequently ~~been~~ returned to the original level specified in the Loan Agreement, 0.25% above bank prime (6.25%).

At ~~April~~July 3, 2005, the Company was in compliance with the amended fixed charge coverage ratio covenant.

Management believes that the Company will be able to finance its working capital needs in the current year and the foreseeable future through the use of borrowings and cash flows generated from operations.

1418

Working Capital

Net working capital at ~~April~~July 3, 2005 was $108,~~374~~673,000 compared to $10,994,000 at December 31, 2004,. a The reduction of $~~620~~2,321,000 primarily ~~reflecting~~reflects lower net inventories and higher trade accounts payable.

~~The~~Compared ~~March~~to 28the June 27, 2004 net working capital balance ~~was~~of ~~a negative~~ $16,~~629~~370,000, ~~reflecting~~ the ~~reclassification~~increase of ~~the Congress loan facility to current maturities of long-term debt. On a comparable basis with 2005, the March 28, 2004 net working capital was~~ $72,~~464~~303,000. ~~The higher first quarter 2005 balance~~ reflects significant increases in trade accounts receivable and ~~inventories~~lower ~~versus~~maturities ~~the~~of ~~first~~long ~~quarter~~term ~~of 2004~~debt.

Net trade accounts receivable at ~~April~~July 3, 2005 were $10,~~584~~267,000, ana ~~increase~~decrease of $~~174~~143,000 versus the year-end 2004 balance of $10,410,000. The ~~increase~~decrease in the Company's accounts receivable balances at quarter-end versus the year-end primarily reflects ~~the~~an ~~significant~~ increase in ~~net~~reserve ~~sales~~ for ~~February~~bad ~~and March~~debt.

When compared to the ~~March~~June 2827, 2004 trade receivables balance of $98,~~236~~439,000, the quarter-end balance is $1,~~348~~828,000 higher reflecting the ~~lower~~increased sales in ~~March~~the second quarter of ~~2004~~2005.

Net inventories of $1211,~~380~~819,000 at ~~April~~July 3, 2005 were $~~330~~891,000 lower as compared to the year-end 2004 balance of $12,710,000. The decrease in net inventory ~~reflects~~ primarily reflects a $~~915~~1,287,000 decrease in finished goods. ~~Raw~~Although raw core, work-in-process and parts inventories decreased in the second quarter, the balances were up slightly ~~for~~compared ~~the~~to ~~quarter~~year-end 2004. The ~~finished~~change ~~goods~~in inventory ~~decrease~~levels is due to a concerted effort ~~being made~~ to reduce on-hand balances.

Compared to the ~~March~~June 2827, 2004 balance of $1112,~~852~~604,000, ~~the~~inventories ~~inventory~~are ~~increase of~~ $~~528~~785,000 islower ~~explained~~for ~~by a build-up in 2004 to meet seasonal demand that did not materialize and is being worked-off in~~ the ~~current~~same ~~year~~reason.

Accounts payable at ~~April~~July 3, 2005 were $8,~~147~~881,000 compared to a balance at year-end 2004 of $8,001,000. The $~~146~~880,000 increase in accounts payable is due to the higher net trade accounts payable which have resulted from ~~increase~~increased raw materials spending in the past ~~two months to meet anticipated demand~~period.

Compared to the ~~March~~June 2827, 2004 balance of $98,~~120~~751,000, accounts payable have ~~decreased~~increased $~~973~~130,000. ~~Trade~~for ~~payables in~~ the ~~first~~same ~~quarter of 2004 increased significantly reflecting the constraints imposed by Congress Financial on borrowing availability during the quarter~~reason. ~~Trade payables were substantially reduced after consummating the new loan with PNC Bank in August of 2004.~~

Accrued expenses of $4,~~964~~988,000 were up $~~131~~155,000 from the fiscal year-end 2004 balance of $4,833,000, principally reflecting anincreased ~~increase~~reserves for customer ~~return~~returns ~~reserves~~based upon higher sales during the ~~quarter~~first half.

Compared to the ~~March~~June 2827, 2004 balance of $4,~~471~~758,000, accrued expenses are higher by $~~493~~230,000 for the same reason mentioned above.

Debt

On August 10, 2004, the Company entered into a three-year secure revolving credit facility with PNC Bank, National Association, replacing the Congress Financial Corporation credit facility. Maximum credit available under the new PNC facility is $14,000,000, including available letter of credit accommodations of $1,000,000. The interest rate on the revolving debt facility is lender prime plus 0.25% or LIBOR plus 2%, and for letters of credit, the rate is 3.25% per annum on the daily outstanding balance.

1520

Also on August 10, 2004, the Company entered into a commercial property loan on its Hope, Arkansas properties with Elk Horn Bank and Trust Company acting as lead bank for a group of five lending institutions. The loan with Elk Horn is for $900,000, with seven-year amortization and an interest rate of New York prime plus 2% adjusted quarterly.

On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement dated August 10, 2004 with PNC Bank, National Association. Amendment No. 1 set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lender’s interpreting the formula for calculating Eligible Receivables, the definition of collateral monitoring fees and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. Interest rates have subsequently returned to the original level specified in the Loan Agreement, 0.25% above bank prime (6.25%).

At ~~April~~July 3, 2005, the balance outstanding on the Company’s revolver loan facility with PNC Bank, National Association was $97,~~375~~384,000 and letter of credit accommodations were $40,000. Also at ~~December~~July 313, ~~2004~~2005, the balance outstanding on the Company’s commercial mortgage loan with Elk Horn Bank was $~~841~~814,000. The total of the loan balances was $108,~~216~~198,000, which compares to total loan balances at December 31, 2004 of $11,061,000 and letter of credit accommodations of $40,000.

At ~~April~~July 3, 2005, the Company was in compliance with the amended fixed charge coverage ratio covenant.

SEASONALITY

The Company's business is slightly seasonal in nature, primarily as a result of the impact of weather conditions and the agricultural cycle on the demand for certain automotive and agricultural replacement parts. Historically, the Company's sales and profits are generally the highest in the first half of the year trending down through the summer months.

FUTURE OUTLOOK

The additional revenue from the sales of air conditioning products has partially mitigated the declining carburetor product line sales during the past three years. Management is pursuing other new products and ~~new~~additional markets for existing products. This includes internal new product development as well as acquisition opportunities.

1621

FACTORS WHICH MAY AFFECT FUTURE RESULTS

This quarterly report contains forward-looking statements that are subject to risks and uncertainties, including but not limited to the statements under "Future Outlook" and to the following:

The competitive environment has caused and is continuing to cause changes in the distribution channels between volume retailers and traditional warehouse/distributors. The Company has diversified its customer base and currently serves all major aftermarket segments, including large volume automotive retailers, original equipment manufacturers of automotive equipment and automotive warehouse distributors. The decline in carburetor product sales over the longer term could impact future results. The Company expects growth in air conditioning product sales to partially offset this impact. There is no assurance that sales of air conditioning products will increase, or, if they do, that any increase will exceed the decreases in carburetor sales or the contribution of carburetor sales to net income.

The Company’s six largest customers accounted for a total of 8384% of the Company’s net sales in the ~~quarter~~six months ending ~~April~~July 3, 2005, with the four largest customers aggregating 72% of the total. For the same period in ~~2003~~2004, the Company’s six largest customers accounted for a total of 8882% of the Company’s net sales, with the four largest customers comprising 7675% of the total. A significant reduction in the level of net sales or the loss of a large customer could have a materially adverse impact on the Company’s financial condition and results of operations.

While the Company has established reserves for potential environmental liabilities that it believes to be adequate, there can be no assurance that the reserves will be adequate to cover actual costs incurred or that the Company will not incur additional environmental liabilities in the future.

Accordingly, actual results may differ materially from those set forth in forward-looking statements.

OFF-BALANCE SHEET ARRANGEMENTS

The company does not have any off-balance sheet arrangements.

1722

1823

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has credit facilities that bear interest at various rates based on the bank prime rate. Interest on $108,~~216~~198,000, or 8481.10%, of the Company's debt was variable based on the lender’s prime rate. Consequently, a general increase of 1% in the lender’s prime rate would result in additional interest cost of approximately $~~102~~81,~~000~~980 if the same debt level and structure were to be maintained.

ITEM 4. CONTROLS AND PROCEDURES

The Company has carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures provide reasonable assurance that such disclosure controls and procedures are effective in timely providing them with material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings. There have been no significant changes in the Company’s internal controls over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal controls.

1924

PART II. OTHER INFORMATION

ITEM 5. LEGAL PROCEEDINGS

Beech Creek, Pennsylvania Soil and Ground Water Contamination, Double Eagle Superfund Proceeding, and Asbestos Litigation.

See Registrant’s Annual Report on Form 10-K, December 31, 2004, Environmental Section, pages 7 through 9, for the current background on these proceedings.

ITEM 6. EXHIBITS ~~AND REPORTS ON FORM 8-K~~

(a)

Exhibits

Exhibit 31.1 – Section 302 Officer Certification

Exhibit 32.1 – Section 906 Certification

~~(b)~~25

~~Reports on Form 8-K~~SIGNATURES

1Pursuant 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.

~~The~~CHAMPION ~~Company filed a Current Report on Form 8-K on April 15~~PARTS, ~~2005~~INC. The Form 8-K reported that in accordance with “Item 2.02. Results of Operations and Financial Conditions”, on April 15, 2005, Champion Parts, Inc. issued a press release announcing earnings for the Fourth Quarter and year ended December 31, 2004. The Company’s Form 10-K was filed with the Securities and Exchange Commission on April 14, 2005.

2.(Registrant)

~~The~~ Date: August ~~Company filed a Current Report on Form 8-K on March 22~~17, 2005. By: /s/ ~~The~~Jerry ~~Form 8-K reported that in accordance with “Item 1~~A.~~01.~~ ~~Entry~~Bragiel into a Material Definitive Agreement”, on March 18, 2005, Champion Parts, Inc. entered into an amendment to the Credit, Loan and Security Agreement dated August 10, 2004 with PNC Bank, National Association. The Amendment No. 1 set forth the terms for temporary modification of the revolving interest rate, the terms for temporary over-formula advances resulting from a change in the lender’s formula for calculating Eligible Receivables, definition of collateral monitoring fees and redefinition of the fixed charge coverage ratio covenant.

20 Jerry A. Bragiel

~~SIGNATURES~~ President, Chief Executive Officer and Acting Chief Financial Officer

~~Pursuant~~A tosigned ~~the~~original ~~requirements~~ of ~~the~~this ~~Securities~~written ~~Exchange~~statement ~~Act~~required ofby ~~1934,~~Section ~~the~~906 ~~registrant~~ has ~~duly~~been ~~caused~~provided ~~this~~to ~~report~~Champion toParts, beInc. ~~signed~~and onwill ~~its~~be ~~behalf~~retained by Champion Parts, Inc. and furnished to the ~~undersigned~~Securities ~~thereunto~~and ~~duly~~Exchange ~~authorized~~Commission or its staff upon request.

~~CHAMPION PARTS, INC.~~26

~~(Registrant)~~Exhibit 31.1

~~Date: May~~SECTION ~~16,~~302 ~~2005 By: /s/~~OFFICERS ~~Jerry A. Bragiel~~ CERTIFICATION

I, Jerry A. Bragiel, President, Chief Executive Officer and Acting Chief Financial Officer, certify that:

~~President,~~1. ~~Chief~~I ~~Executive~~have ~~Officer~~reviewed ~~and~~this ~~Acting~~quarterly ~~Chief Financial~~report ~~Officer~~ on Form 10-Q of Champion Parts, Inc.;

A2. ~~signed~~Based ~~original~~on ofmy knowledge, this ~~written~~report does not contain any untrue statement ~~required~~of bya ~~Section~~material ~~906~~fact ~~has~~or ~~been~~omit ~~provided~~to state a material fact necessary to ~~Champion~~make ~~Parts~~the statements made, ~~Inc.~~in ~~and~~light ~~will~~of bethe ~~retained~~circumstances byunder ~~Champion~~which ~~Parts,~~such ~~Inc.~~statements ~~and~~were ~~furnished~~made, tonot ~~the~~misleading ~~Securities~~with ~~and~~respect ~~Exchange~~to ~~Commission~~the orperiod ~~its~~covered ~~staff~~by ~~upon~~this ~~request.~~report;

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

Exhibit 31.1

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

SECTION 302 OFFICERS CERTIFICATION

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

IDated: August 17, 2005 /s/ Jerry A. Bragiel, Jerry A. Bragiel President, Chief Executive Officer and Acting Chief Financial Officer~~, certify that:~~

~~1. I have reviewed this quarterly report on Form 10-Q of Champion Parts, Inc.;~~27

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;28

3.Exhibit Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;32.1

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

CERTIFICATION PURSUANT TO

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

18 U.S.C. SECTION 1350,

~~Dated:~~AS ~~May~~ADOPTED ~~16,~~PERSUANT ~~2005 /s/ Jerry A. Bragiel Jerry A. Bragiel President, Chief Executive Officer and Acting Chief Financial Officer~~TO

22SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

23In connection with the Quarterly Report of Champion Parts, Inc., (the “Company”) on Form 10-Q for the quarter ended July 3, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry A. Bragiel, President, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that to my knowledge:

~~Exhibit 32.~~(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

~~CERTIFICATION~~(2) The ~~PURSUANT~~information TOcontained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

18August U17, 2005 /s/ Jerry A.S Bragiel Jerry A.C. ~~SECTION~~Bragiel ~~1350~~President, Chief Executive Officer and Acting Chief Financial Officer

ASA ~~ADOPTED~~signed ~~PERSUANT~~original TOof this written statement required by Section 906 has been provided to Champion Parts, Inc. and will be retained by Champion Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

~~SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003~~29

In connection with the Quarterly Report of Champion Parts, Inc., (the “Company”) on Form 10-Q for the quarter ended April 3, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry A. Bragiel, President, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 16, 2005 /s/ Jerry A. Bragiel Jerry A. Bragiel President, Chief Executive Officer and Acting Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Champion Parts, Inc. and will be retained by Champion Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Filing Compare · CHAMPION PARTS INC