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): August 11, 2004



                               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









Item 5. Other Events and Regulation FD Disclosure.

On August 11, 2004, the Company announced the completion of the tender offer and
consent solicitation relating to its 13% Senior Subordinated Notes due 2009. A
copy of the press release announcing the completion of the tender offer and
consent solicitation related to its 13% Senior Subordinated Notes due 2009 is
attached as Exhibit 99.1 to this report on Form 8-K.


Item 7. Financial Statements and Exhibits.

(c) Exhibits:

99.1     Press release issued by Actuant Corporation on August 11, 2004
         announcing the completion of the tender offer and consent solicitation
         related to its 13% Senior Subordinated Notes due 2009.





                                       2




                                    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:  August 11, 2004              By:  /s/ Andrew G. Lampereur
                                                --------------------------------
                                             Andrew G. Lampereur
                                             Executive Vice President and
                                             Chief Financial Officer



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EX-99.1

                                                                  EXHIBIT 99.1

Actuant Announces Completion of Tender Offer and Consent Solicitation
Relating to Its 13% Senior Subordinated Notes Due 2009

    MILWAUKEE--(BUSINESS WIRE)--Aug. 11, 2004--Actuant Corporation
("Actuant" or the "Company") announced today that it has completed its
previously announced cash tender offer and consent solicitation for
its 13% Senior Subordinated Notes due 2009 (CUSIP No. 00508WAB2, the
"Notes"). The tender offer and consent solicitation expired at 5:00
p.m. New York City time, on August 10, 2004 (the "Expiration Time").
    Actuant received valid tenders and consents from holders of
$27,974,000 aggregate principal amount of Notes representing
approximately 95.7% of the outstanding principal amount, all of which
have been accepted for payment by the Company. Accordingly, Actuant
and the trustee under the indenture have executed and delivered a
supplemental indenture containing the amendments described in the
Offer to Purchase and Consent Solicitation Statement dated July 1,
2004, as supplemented and amended (the "Offer to Purchase").
    Total consideration to be paid for each $1,000 principal amount of
Notes validly tendered on or before the Expiration time will be
$1,252.14, plus accrued interest up to, but not including, the payment
date. The total consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes.
    The cash tender offer and consent solicitation of the Notes will
result in a net-of-tax special charge of approximately $6.4 million
(or approximately $0.26 per diluted share) in the fourth quarter of
fiscal 2004, representing the combination of the consideration paid
above principal value for the Notes, costs paid for the early
termination of interest rate swaps hedged against the Notes,
transaction expenses, and the non-cash write-off of a portion of
capitalized debt discount and issuance costs. The Company will report
its operating results for the quarter ended August 31, 2004 on
Thursday, September 30, 2004.
    Goldman, Sachs & Co. acted as the exclusive Dealer Manager for the
tender offer and consent solicitation.

    Actuant (NYSE:ATU), headquartered in Milwaukee, Wisconsin, is a
diversified industrial company with operations in over 20 countries.
The Actuant businesses are market leaders in highly engineered
position and motion control systems and branded hydraulic and
electrical tools. Products are offered under such established brand
names as Dresco, Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee
Cylinder, Nielsen Sessions, Power-Packer, and Power Gear.
    For further information on Actuant and its business units, visit
the Company's website at www.actuant.com.

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