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): July 1, 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 July 1, 2004 , the Company announced that it has commenced a cash tender
offer and consent solicitation for outstanding 13% Senior Subordinated Notes due
2009. A copy of the press release announcing the tender offer and consent
solicitation for outstanding 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 July 1, 2004 announcing
         the tender offer and consent solicitation for outstanding 13% Senior
         Subordinated Notes due 2009.






                                    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:  July 1, 2004                   By:  /s/ Andrew G. Lampereur
                                                   -----------------------------
                                                    Andrew G. Lampereur
                                                    Executive Vice President and
                                                    Chief Financial Officer