8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 21, 2001

                           ATHEY PRODUCTS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

       Delaware                        1-2723                36-0753480
(State or other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)

         1839 South Main Street
   Wake Forest, North Carolina                               27587-9289
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: 919-556-5171

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



Item 5.     Other Events.

      On February 21, 2001, Athey Products Corporation issued a press release,
which is attached to this current Report on Form 8-K as Exhibit 99.1.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits.

Exhibit Number                            Description
- --------------                            -----------

99.1                          Press Release dated February 21, 2001.


                                   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.

                                          ATHEY PRODUCTS CORPORATION

Date: February 27, 2001                     /s/ Thomas N. Nelson
                                          ------------------------------------
                                          By:   Thomas N. Nelson
                                          Its:  President and Chief Executive
                                                Officer

EX-99.1

                                                                  Exhibit 99.1


ATHEY PRODUCTS SOLD TO FEDERAL SIGNAL

WAKE FOREST, N.C., February 21, 2001/PRNewswire/ -

Athey Products Corporation (Nasdaq OTC Bulletin Board: ATPCQ - news), a
manufacturer of street sweeping and material handling equipment, filed a
voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code with
the U. S. Bankruptcy Court for the Eastern District, Raleigh Division, on
December 8, 2000. On February 20, 2001, upon motion of Athey and pursuant to a
previously approved overbid process, the Court approved the sale to Five Star
Manufacturing, LLC, a wholly owned subsidiary of Federal Signal Corporation
("Five Star"), of substantially all of the Company's assets for $12,301,000 in
cash (subject to contractual adjustments as applicable) and the assumption by
Five Star of certain obligations including existing sale agreements to its
customers, warranties, dealer agreements and various unfilled purchase
agreements with vendors. An overbid fee of $200,000 is also to be paid to Alamo
Group (NC) Inc. as the unsuccessful initial bidder and as had been agreed
previously with the Company.

A final closing for the sale was set for March 5, 2001. In addition, the Court
approved the rejection of certain contracts involving the sale of real estate
and the employment of officers, and denied the motion to reject the collective
bargaining agreement which expires by its terms on April 20, 2001.