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): November 4, 2003



                               ACTUANT CORPORATION
             (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.)




                              6100 North Baker Road
                               Milwaukee, WI 53209

           Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (414) 352-4160





                               Actuant Corporation

                           Current Report on Form 8-K

Item 5.  Other Events and Regulation FD Disclosure.

On November 4, 2003, Actuant Corporation issued a press release announcing the
pricing of its $125 million convertible senior subordinated debenture offering.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits:

         99.1     Press release issued by Actuant Corporation on November 4,
                  2003 announcing the pricing of its $125 million convertible
                  senior subordinated debenture offering.

                                    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.



                                         ACTUANT CORPORATION
                                                  (Registrant)


    Date:  November 4, 2003        By:  /s/ Andrew G. Lampereur
                                      --------------------------------
                                     Andrew G. Lampereur
                                     Vice President and Chief Financial Officer

Exhibit Index

Number   Description
- ------   ------------

99.1              Press release issued by Actuant Corporation on November 4,
                  2003 announcing the pricing of its $125 million convertible
                  senior subordinated debenture offering.


                                       2

EX-99

                                                                    Exhibit 99.1

Actuant Prices $125 Million Convertible Senior Subordinated Debentures

    MILWAUKEE--(BUSINESS WIRE)--Nov. 4, 2003--Actuant Corporation
(NYSE:ATU) announced today the pricing of the private offering of $125
million aggregate principal amount of its Convertible Senior
Subordinated Debentures due 2023 (the "Debentures") in a private,
unregistered offering to "qualified institutional buyers," pursuant to
Rule 144A under the Securities Act of 1933, as amended. The sale of
the Debentures is expected to close on November 10, 2003. Actuant also
granted the initial purchasers of the Debentures a 13 day
over-allotment option to purchase up to an additional $25 million
aggregate principal amount of the Debentures.
    The Debentures will bear interest at a rate of 2.0% per year and,
during certain periods and subject to certain conditions, the
Debentures will be convertible by holders into shares of Actuant's
common stock initially at a conversion rate of 25.0564 shares of
common stock per $1,000 principal amount of Debentures, which is
equivalent to an initial conversion price of approximately $39.91 per
share of common stock, subject to adjustment in certain circumstances.
    Proceeds from the offering will be used to repay a portion of the
borrowings under the Company's senior credit facility and for other
general corporate purposes, which may include possible repurchases of
outstanding 13% Senior Subordinated Notes due 2009, working capital
and possible future acquisitions.
    The Debentures and the shares of common stock issuable upon
conversion of the Debentures have not been registered under the
Securities Act of 1933 and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of the Securities Act. This press release does not
constitute an offer to sell or the solicitation of an offer to buy any
of the Debentures or the shares of common stock issuable upon
conversion of the Debentures, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

    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. Actuant's results are also subject to
general economic conditions, variation in demand from customers, the
impact on the economy of terrorist attacks and other geopolitical
activity, the length of the current recession in the Company's
markets, continued market acceptance of the Company's new product
introductions, the successful integration of business unit
acquisitions and related restructuring, operating margin risk due to
competitive pricing and operating efficiencies, supply chain risk,
material and labor cost increases, foreign currency fluctuations and
interest rate risk. See the Company's periodic reports filed with the
Securities and Exchange Commission for further information regarding
risk factors.

    CONTACT: Actuant Corporation
             Andrew Lampereur, 414-352-4160