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): January 23, 2001



                                   APW LTD.
            (Exact name of Registrant as specified in its charter)


          Bermuda                   1-15851            04-2576375
(State or other jurisdiction    (Commission File    (I.R.S. Employer
     of incorporation)              Number)        Identification No.)


                                Clarendon House
                                2 Church Street
                                P.O Box HM 666
                            Hamilton HM CX Bermuda


                       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 January 23, 2001, APW Ltd. announced that it had entered into a
definitive agreement to acquire substantially all of the assets and operating
liabilities of Mayville Metal Products from Connell Limited Partnership.

     Under the terms of the Asset Purchase Agreement among Connell Limited
Partnership, APW Ltd. and APW Mayville, Inc., a newly formed subsidiary of APW
Ltd., the newly formed subsidiary will acquire substantially all of the assets
and operating liabilities of Mayville Metal Products.  Total consideration to be
paid for the acquisition is $225 million in cash plus 1.509 million shares of
APW Ltd. common stock, subject to certain contractual adjustments.  The
transaction is structured as an asset purchase with the assumption of certain
operating liabilities, and is expected to close by the end of February 2001.

     The press release issued in connection therewith is filed as an exhibit to
this report.


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 hereunto duly authorized.



                                APW LTD.
                                (Registrant)


Date: January 29, 2001          By: /s/ Michael S. Duffey
                                   -----------------------------
                                    Michael S. Duffey
                                    Senior Vice President and Chief
                                    Financial Officer
                                    (Duly authorized to sign on behalf
                                    of the Registrant)


                                   APW LTD.
                              (the "Registrant")
                         (Commission File No. 1-15851)

                                 EXHIBIT INDEX
                                      to
                            FORM 8-K CURRENT REPORT
                       Date of Report: January 23, 2001


Exhibit                                                    Filed
Number                      Description                   Herewith

99.1       APW Ltd. Press Release dated January 23, 2001     X

EX-99.1

Wednesday January 24, 10:49 am Eastern Time

Press Release

APW Ltd. Announces Acquisition of Mayville Metal Products

WAUKESHA, Wis.--(BUSINESS WIRE)--Jan. 24, 2001--APW Ltd. (NYSE: APW - news), the
leading global Technically Enabled Manufacturing Services "TEMS" company,
announced today that it has entered into a definitive agreement to acquire
Mayville Metal Products from Connell Limited Partnership (CLP). Total
consideration to be paid for this transaction is $225 million in cash plus 1.509
million shares of APW common stock, subject to certain contractual adjustments.
The cash portion of the consideration will be funded through APW's existing
credit facilities. The transaction is structured as an asset purchase with the
assumption of certain operating liabilities, and is expected to close by the end
of February 2001.

Mayville is a leader in the design, manufacture and integration of large outdoor
enclosures for the telecom industry. Mayville has five facilities with a total
of 875,000 square feet comprised of three manufacturing sites, located in
Mayville, Wisconsin; Creedmoor, North Carolina; and Casa Grande, Arizona and two
integration sites located in Mount Olive, New Jersey; and Austin, Texas.
Mayville provides products and services to leading telecom and semi-conductor
companies, including, Alcatel, Lucent, Nortel and Applied Materials.

Mayville generated sales of $170 million and EBITDA of approximately $24 million
during calendar year 2000. Mayville's sales are growing rapidly and are expected
to reach approximately $300 million in APW's fiscal year ending August 31, 2002.
The growth in fiscal 2002 is being driven by increased sales in integration
services, which earn a lower margin. The transaction should be accretive to
APW's cash earnings in both the remainder of fiscal 2001 and the full fiscal
year 2002. While the major synergy from this transaction is higher sales growth
through enhanced global relationships, there are additional efficiencies that
should be achieved from economies of scale in purchased materials.

Richard G. Sim, Chairman, President and Chief Executive Officer of APW
commented, "This is the most complementary transaction that APW has done to
date. The combination of APW and Mayville creates a number of significant
benefits. These include:

- - APW becomes the clear leader in outdoor enclosures through the combination of
Mayville's current leadership position in North America coupled with APW`s
existing capabilities in Europe and




South America.

- - Mayville's facilities in Creedmoor, North Carolina and Mayville, Wisconsin
  fill key geographical gaps in APW's North American manufacturing footprint.

- - The combination strengthens APW's position in telecom by enhancing our
  manufacturing and engineering technical base and by deepening our
  relationships with key telecom customers.

- - The operating cultures of the two companies are very comparable both in
  strategic focus and operating styles. Specifically, both organizations are
  genuinely committed to just-in-time and lean manufacturing practices utilizing
  an informed, participative workforce as its foundation. This match in culture
  will simplify the integration of the Mayville and APW teams.

- - The combination also improves the geographic reach that can be provided to
  each of our respective customer relationships. APW gains a stronger presence
  in North America and greater capabilities in outdoor enclosures, while
  Mayville obtains the ability to offer global reach for its customer programs
  in Europe, South America and Asia.

- - As the leading global TEMS company, APW acquires a highly-skilled engineering
  team with the ability to design outdoor enclosures which, when combined with
  APW's expertise in thermal management, power supplies and backplanes, gives
  APW a comprehensive system design, manufacture, assembly and test capability
  to support customer programs through Level 5.

Sim continued, "We consider Mayville to be the premier manufacturer and
integrator of outdoor




enclosure systems in North America. The acquisition of Mayville by APW
significantly enhances the capability of both companies to serve the telecom
industry in North America, South America, Europe and Asia. Ralph Sandle,
President of Mayville, and his leadership team will play a significant role in
advancing APW's telecom customer relationships and intensified market focus in
North America. I'm also pleased that Bill Connell, Chairman of Connell Limited
Partnership, is planning on joining the APW Board of Directors within the next
year."

William F. Connell, Chairman of Connell Limited Partnerships commented, "This is
a great strategic business combination which has tremendous people chemistry. I
am proud of what Ralph Sandle and his team have achieved in building Mayville to
be the leader in outdoor enclosure systems in North America. Joining with APW
gives us the global footprint to pursue our vision of serving our customers
anywhere in the world. This global reach, coupled with APW's strength in thermal
management, power supplies and backplanes, positions us to provide system
design, assembly and test services. On a personal level, I am excited about the
prospect of joining the APW Board and contributing to the future growth and
expansion of the combined companies. Taking a significant portion of the
transaction consideration in APW common stock is reflective of my belief in the
value opportunity that APW represents as it continues to pursue its growth
strategy."

Conference Call Information

A conference call, to be hosted by APW Ltd. management, will be held on
Wednesday, January 24, 2001 at 11:00 am EST. The dial-in number is 212-346-0278.

About APW Ltd.

APW Ltd. is a Technically Enabled Manufacturing Services "TEMS" company that
designs and manufactures large, complex infrastructure products for OEM's in the
communications, large enterprise hardware and Internet markets. APW Ltd. has
particular skills in the areas of manufacturing enclosures, thermal management,
power supplies and backplanes; as well as core competencies in product and
system design, integration and supply chain management. APW Ltd. operates in
over 45 locations throughout North America, South America, Europe and Asia.

For further information contact:


     APW Ltd.
     Susan Hrobar, Vice President
     262-523-7775
     www.apw.com
     -----------

About Connell Limited Partnership

Connell Limited Partnership (CLP) is a diversified manufacturing company with
revenues of $1.2 billion. In addition to Mayville, CLP owns Wabash Alloys, the
largest secondary aluminum processing company serving the casting industry in
North America; Danly IEM, which serves the metal stamping and tool and die
industries; and Yuba Heat Transfer, a manufacturer of heat exchange equipment
for the power and petrochemical industries.

Safe Harbor Statement

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 statements 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. APW Ltd.'s results
are also subject to general economic conditions, market conditions in the
computer, semiconductor, telecommunications, and electronic industries in North
America, South America, Europe and, to a lesser extent, Asia, continued market
acceptance of APW's existing products and new product introductions, the
successful integration of recent acquisitions, competitive product and pricing
pressures, foreign currency risk, interest rate risk, and APW's ability to
access capital markets. See our Form 10 and Form S-3 for further information on
risk factors.
- -----------
Contact:

     APW Ltd.
     Susan Hrobar,  262/523-7775