UNITED STATES
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):
September 15, 2003

Fairfield Manufacturing Company, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

33-62598
(Commission File No.)

63-0500160
(IRS Employee
Identification No.)

U.S. 52 South, Lafayette, IN, 47909
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (765) 772-4000

Item 5. Other Events.

~~Attached~~Dividend aspayments ~~Exhibit~~for ~~99.~~the 11-1/4% isCumulative aExchangeable ~~copy~~Preferred Stock (the "Preferred Stock") of Fairfield Manufacturing Company, Inc. (the "Registrant") are scheduled to occur on March 15 and September 15 of each year in accordance with the terms of the Certificate of Designations relating to the Preferred Stock. The Board of Directors of the Registrant has determined not to pay a ~~press~~dividend ~~release~~with ~~dated~~respect ~~February~~to 7the Preferred Stock on September 15, 2003, and accordingly the Registrant will not pay a dividend on such date. Dividends will continue to accrue in accordance with the terms of the Certificate of Designations relating to the Preferred Stock. By not paying this dividend, the holders of the preferred stock, by majority vote, will be entitled to elect the lesser of two directors or that number of directors constituting at least 25% of the Registrant's board of directors.

Item 7. Financial Statements and Exhibits.
Exhibit.
99.1 Press release of Fairfield Manufacturing Company, Inc. issued February 7, 2003.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FAIRFIELD MANUFACTURING COMPANY, INC.

Date: ~~February~~September 715, 2003

By: /s/ Richard A. Bush Name: Richard A. Bush Title: Senior Vice President and Chief Financial Officer

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