FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) SECURITIES EXCHANGE
ACT OF 1934

Commission File No. 0-10894

ARNOLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2200465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

625 South Fifth Avenue, Lebanon, Pennsylvania 17042
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (717) 274-2521

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, 1.00 Par Value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 23, 2001, computed by reference to the
immediately preceding closing sale price of such stock (3/22/01), was
$408,348,039.

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Class Outstanding at March 23, 2001
Common Stock 24,748,366

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for the year ended
December 31, 2000, and Registrant's definitive proxy statement for the
Annual Meeting of Stockholders to be held on May 2, 2001, are incorporated
into Parts II and III, respectively, as set forth herein.

The total number of pages included in this report, including the cover
page, is 51. The exhibit index is located on sequentially numbered page 23.

PART I

Item 1. BUSINESS
Arnold Industries, Inc. (hereinafter sometimes referred to as "Arnold
Industries" or the "Company") was incorporated on February 1, 1982, under
the laws of the Commonwealth of Pennsylvania at the direction of the Board
of Directors of New Penn Motor Express, Inc. to become a holding company and
to effect a reorganization pursuant to which, through requisite stockholder
approval, New Penn Motor Express, Inc. became a wholly owned subsidiary of
Arnold Industries as of March 31, 1982. The Company is engaged in trucking
and warehousing businesses.

The Company's business activities are currently conducted by three (3)
operating units (involving two (2) subsidiary corporations) and a
non-operating, investment management subsidiary. New Penn Motor Express,
Inc. ("New Penn") is a less-than-truckload ("LTL") transportation company.
Arnold Transportation Services, Inc. ("Arnold Transportation") provides
truckload ("TL") service. The third operating unit conducts business under
the name Arnold Logistics and provides warehousing, logistics and
fulfillment services. Arnold Logistics is a division of Arnold
Transportation. Maris, Inc. ("Maris") is a non-operating, investment
management subsidiary incorporated in the State of Delaware.

In 2000, New Penn, the Company's LTL carrier, contributed approximately
fifty-one percent (51%) of the Company's Operating Revenue. Arnold

Transportation, the Company's TL carrier contributed approximately
thirty-nine percent (39%). Arnold Logistics contributed approximately ten
percent (10%) with its warehousing, logistics and fulfillment operations.

NEW PENN MOTOR EXPRESS, INC.
New Penn maintains general offices in Lebanon, Pennsylvania, and
transports commodities by motor vehicle on a less-than-truckload basis,
operating primarily in interstate commerce in New England and the Middle
Atlantic states. The southeastern United States, Indiana, Ohio and Quebec
and Ontario, Canada, are serviced through correspondent agreements with
certain other high-service carriers in each area. Certain areas in Canada,
including Montreal, are now serviced directly by New Penn. Puerto Rico is
serviced by correspondent land service in conjunction with correspondent
ocean service. Commodities transported include paper products, food
products, textiles, building products, metal products, pharmaceuticals,
office equipment and supplies, and wearing apparel.

New Penn operates from twenty-three (23) terminals at which it
receives, consolidates and distributes freight. It utilizes a
correspondent's terminal facility in Puerto Rico.

Rates and Regulation
In common with other interstate motor carriers, New Penn is subject to
limited Federal regulation of its operations, including the territories it
serves and the commodities it carries.

The ICC Termination Act of 1995, effective January 1, 1997, abolished
the Interstate Commerce Commission ("ICC") and the traditional economic
regulatory scheme administered by that agency, and replaced it with
significantly lessened economic regulation administered by the Federal
Highway Administration ("FHWA").

To the extent rates and charges assessed by New Penn for interstate
transportation are published on behalf of New Penn by regional tariff
bureaus, such collectively published rates and charges are exempt from the
anti-trust laws. However, price competition is now widespread, and such
bureau-published rates are of relatively little influence today.

As a result of the changes to the Federal law, neither interstate rates
nor intrastate rates are filed with any regulatory agencies of the Federal
government. Changes in rates and charges may now be effected without
regulatory approval.

The FHWA has jurisdiction over the qualification and the maximum hours
of service of drivers, insurance and the general safety of operations and
motor carrier equipment. The Occupational Safety and Health Administration
("OSHA") has jurisdiction over matters involving the health of drivers and
other New Penn employees.

New Penn's operations are subject to limited regulation by the states
through which it operates.

Certificates
The authorized routes, territories and commodities to be transported
for all property carriers by motor vehicle (except carriers of exempt
commodities) are determined by operating authorities issued, in the case of
interstate operations, by FHWA (formerly by the ICC), and, in the case of
intrastate operations, by regulatory agencies of the individual states.
Operating authorities relating to the operations of New Penn have been
issued to it by the respective regulatory agencies having jurisdiction.
Recent legislation has greatly eased or in many cases eliminated the
requirements for obtaining interstate and intrastate operating authority.

Shipments
Total shipments, tonnage and miles logged on all shipments completed by
New Penn during 2000, by quarter, are as follows:

Total Total Total
Quarter Shipments Tonnage Miles

First 510,760 277,119 12,764,568
Second 537,615 291,540 13,578,600
Third 528,318 285,153 13,364,845
Fourth 491,276 263,214 12,576,178

Totals 2,067,969 1,117,026 52,284,191

Employees and Employee Relations
New Penn has approximately two thousand (2,000) employees (including
its officers). Most of the hourly paid employees are covered by contracts
with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen,
and Helpers of America (Teamsters) effective April 1, 1998, through
March 31, 2003.

Most labor contracts in the unionized trucking industry are negotiated
on an industry-wide basis for three to five year periods and contain uniform
wage rates, fringe benefits and other working conditions applicable to all
covered motor carriers, including competitors of New Penn, subject to local
differences established in riders to the national contracts. New Penn
anticipates stable labor relations with its unionized employees during the
next two (2) years.

New Penn employs a sales staff of approximately sixty-five (65) people,
augmented by sales and related efforts of its four (4) regional managers and
twenty-three (23) terminal managers, together with various other marketing
and sales staff, to solicit new business and to handle service programs with
existing customers.

Competition
The motor carrier industry is highly competitive, particularly as a
result of deregulation of Interstate Commerce Commission operating
authorities. New Penn competes primarily with other motor common carriers,
motor contract carriers, private transportation and railroads. A very

substantial number of motor carriers operate within the same areas served by
New Penn. Some of the competing carriers are larger than New Penn in terms
of revenues, tonnage handled and net worth. Even more carriers are expected
to begin to operate in interstate and intrastate commerce in the same
geographical territory in which New Penn is currently operating,
attributable primarily to the on-going impact of deregulation on the industry.

New Penn believes the competitive position of a transportation company
depends upon rates as well as consistency and dependability of service.
Price cutting in the trucking industry has become intense. Profitability
depends upon New Penn's ability to maximize utilization of revenue equipment
and to minimize handling costs.

ARNOLD TRANSPORTATION SERVICES, INC.
Arnold Transportation changed its name from Lebarnold, Inc. on May 31,
1997. Arnold Transportation has two primary operating units: (i) the TL
carrier division, and (ii) the warehousing, logistics and fulfillment
division. The warehousing, logistics and fulfillment division operates
under the tradename Arnold Logistics.

Arnold Transportation operates both as a regional and interregional
carrier within the TL industry. The Company created Arnold Transportation
at the end of 1997 by integrating the operations of three regional TL
carriers previously operated as independent units. Integration has had the

benefit of reducing duplicative expenses in the areas of dispatch,
record-keeping, administration, etc.

The main operating location for the truckload division is located in
Jacksonville, Florida, with other facilities located in Pennsylvania,
Georgia, Texas, Oklahoma and Illinois. Arnold Transportation also conducts
operations from customers' locations in Ohio and New York. Most services
are being performed in company-owned equipment with company drivers,
although in 1992 Arnold Transportation began utilizing owner-operators to
complement its fleet.

Rates and Regulation
Arnold Transportation's trucking division is subject to limited Federal
regulation of its operations, including the territories it serves and the
commodities it carries. The division has 48-state authority to serve the
general public, although its basic business, that of truckload carriage, is
conducted east of the Mississippi and in the southwest. As with the LTL
segment of the Company's operations, the TL division faces fewer
requirements for obtaining interstate and intrastate operating authority
after enactment of the ICC Termination Act of 1995, effective January 1, 1997.

Truckload carriers no longer file tariff rates with the ICC. Neither
interstate nor intrastate rates are regulated by any agency of the Federal

government or any state government. Rates and charges may now be changed
without regulatory approval.

Shipments
Total shipments and miles logged on shipments completed by Arnold
Transportation during 2000, by quarter, are as follows:

Quarter Total Shipments Total Miles

First 83,729 34,552,000
Second 83,589 34,010,000
Third 81,527 31,996,000
Fourth 77,078 31,001,000

Totals 325,923 131,559,000

Arnold Transportation does not maintain records for shipment tonnage because
all shipments involve full trailer loads and pricing is not dependent on
tonnage.

Employees and Employee Relations
Arnold Transportation has approximately twelve hundred (1,200)
employees (including its officers). None of Arnold Transportation's
employees are organized into a collective bargaining unit or are otherwise
unionized. The division enjoys favorable relations with its employees and
owner-operators.

Competition
Arnold Transportation faces strong competition in securing contracts
for truckload carriage. Most of the division's customers place their
proposed contracts out for bid, and the division generally competes for the

business with at least one or two other qualified carriers. Once contracts
are secured, the contracts may have a one or two year duration, at which
time they may again be opened to bidding.

ARNOLD LOGISTICS
Arnold Logistics serves the warehousing, logistics and fulfillment
needs of its customers primarily from nineteen (19) separate warehouse
buildings in nine (9) operating locations with a total capacity of
approximately 3,900,000 square feet. These facilities are located in Camp
Hill, Mountville, Mechanicsburg, Middletown and Lancaster, Pennsylvania,
Irving, Grand Prairie and Arlington, Texas, and Reynoldsburg, Ohio. Arnold
Logistics also owns approximately 300,000 square feet of warehouse in
Wilmington, North Carolina, presently leased to a third party and not
operated by Arnold Logistics.

Rates and Regulations
Rates charged by Arnold Logistics for warehousing, logistics and
fulfillment services are unregulated. The warehousing and fulfillment
functions are regulated to the same extent and in the same manner as other
similarly situate businesses by OSHA, state labor and industry departments
and other agencies having jurisdiction over the health, welfare and wages of
employees. The logistics function, which involves some use of motor carrier

equipment, entails additional limited regulation by the Federal Highway
Administration and other agencies regulating motor carrier transportation.

Employees and Employee Relations
Arnold Logistics has approximately nine hundred (900) full and
part-time employees. Arnold Logistics enjoys favorable relations with its
employees.

Competition
The warehousing, logistics and fulfillment businesses are highly
competitive. Arnold Logistics attempts to maintain a competitive advantage
by providing to its customers both high-quality service and competitive
pricing. Additional warehousing and distribution services are expected to
come on line in the Central Pennsylvania and Texas marketplaces over the
next several years, further heightening the competition already faced by the
division.

Item 2. PROPERTIES
Headquarters. Arnold Industries and New Penn maintain executive and
general offices at 625 South Fifth Avenue, Lebanon, Pennsylvania 17042.
Arnold Transportation maintains its principal office at 9523 Florida Mining
Boulevard, Jacksonville, Florida 32257. Arnold Transportation operates

regional centers at 4410 Industrial Park Road, Camp Hill, Pennsylvania
17011, and at 3375 High Prairie Avenue, Grand Prairie, Texas 75050. The
companies own their principal offices and regional centers.

Facilities. New Penn maintains general commodities terminal facilities
in twenty-three (23) cities situated in eight (8) states and Quebec, a
province of Canada. On December 31, 2000, eighteen (18) of the terminals
were owned by the Company or its subsidiaries and five (5) were leased from
unrelated parties. The terminals owned are located as follows:
Southington, CT; Elkridge, MD; Billerica, MA; South Kearny, NJ; Trenton, NJ;
Albany, NY; Newburgh, NY, Cheektowaga, NY; Maspeth (Long Island), NY;
Rochester, NY; Camp Hill, PA; Lancaster, PA; Cinnaminson, NJ; Neville
Island, PA; Reading, PA; Dunmore, PA; Milton, PA; and Cranston, RI. Leases
for terminal facilities in Springfield, MA; Syracuse, NY; Altoona, PA;
Portland, ME; and Stanhope, Quebec, expire from time to time over the next
several years. Management believes the leases will be renewed or replaced
by other leases in the normal course of business. New Penn also operates
through a correspondent located in Cantano, Puerto Rico.

In the mid-Atlantic region, Arnold Transportation owns and operates a
trucking terminal in Camp Hill, Pennsylvania. The company also leases
facilities in Dayton, Ohio, and East St. Louis, Illinois, which it will
renew or replace in the normal course of business. In the mid-Atlantic
region, Arnold Transportation also owns and, through Arnold Logistics,

operates eleven (11) warehouse buildings in three (3) locations, Camp Hill,
Mechanicsburg, and Lancaster, Pennsylvania, totaling approximately 2,200,000
square feet. Arnold Transportation also leases approximately 410,000 square
feet of additional warehouse space for Arnold Logistics' use in Mountville,
Pennsylvania, 130,000 square feet of warehouse space for Arnold Logistics'
use in Camp Hill, Pennsylvania, and 130,000 square feet of warehouse space
for Arnold Logistics' use in Reynoldsburg, Ohio. Management believes that
the leases will be renewed or replaced in the normal course of business. In
1982, Arnold Transportation acquired, from an unrelated third party, 90
acres near Wilmington, North Carolina, on which are located approximately
300,000 square feet of warehouse space. This facility is presently leased
to an unrelated third party and is not operated by Arnold Logistics.

In the southeast, Arnold Transportation maintains six (6) terminals
and/or drop lots to support its operations. These are located in

Jacksonville and Miami, Florida; Albany, Atlanta and Austelle, Georgia; and
Memphis, Tennessee. Except the drop lot facilities in Miami, Florida, and
Memphis, Tennessee, the remaining facilities are owned by Arnold
Transportation. The drop lot facilities are under lease, which leases are
expected to be renewed in due course over the next several years.

In the southwest, Arnold Transportation maintains four (4) terminal
and/or drop-off locations in, respectively, Grand Prairie, Houston and
Paris, Texas, and Muskogee, Oklahoma. Arnold Transportation owns its
facilities in Grand Prairie and Paris, Texas, and Muskogee, Oklahoma. The
Houston facility is under lease from an unrelated party, which will expire
or be renewed over the next several years. Management believes the lease
will be renewed or replaced in the normal course of business. Warehouse
space consisting of 241,000 square feet is under lease in Arlington, Texas,
which lease will be renewed or replaced in the normal course of business.
Arnold Transportation also leases 271,000 square feet of warehouse and
office space in the City of Irving, Texas, where ARLO operates its National
Corporate Marketing ("NCM") Division. Management believes that the lease
will be renewed or replaced in the normal course of business.

Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
Company or its subsidiaries are party or to which any of their property is
subject.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE

PART II
Item 5. MARKET INFORMATION
There is incorporated herein by reference the information appearing
under the captions "Quarterly Performance" and "Price Range Common Stock" on
page 18 of the Registrant's Annual Report to Stockholders for the year ended
December 31, 2000. It is anticipated that comparable cash dividends will
continue to be paid in the future.

The number of holders of record of the Company's common stock as of
March 19, 2001, was approximately 1,325. However, the Company believes
there are substantially more beneficial owners of Company stock than
reflected by the number of record holders.

The Registrant's common stock is traded in the over-the-counter market
on the NASDAQ National Market System under the symbol "AIND." Prices shown
are the actual high and low close for the periods given. The closing price
of the Company's common stock on March 22, 2001, was $16.50.

Item 6. SELECTED FINANCIAL DATA
There is incorporated herein by reference the information appearing
under the caption "Eleven-Year Financial Summary" on pages 22 and 23 of the
Registrant's Annual Report to Stockholders for the year ended December 31,
2000.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

There is incorporated herein by reference the information appearing
under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 19 through 21 of the
Registrant's Annual Report to Stockholders for the year ended December 31,
2000.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK INHERENT IN DERIVATIVE FINANCIAL INSTRUMENTS

Neither the Company nor any of its subsidiaries, including Maris, Inc.,
own derivative financial instruments. Accordingly, the Company has no
exposure to sudden changes in the financial and commodities markets and the
impact that those changes may have on the value of market risk sensitive
derivative securities. Maris, Inc., however, does own certain market risk
sensitive instruments, including money market funds, time deposits, tax-free
bonds and other like instruments. The Company believes that the risk
inherent in owning these types of investments is no greater than the market
risk of owning any security traded on various exchanges in the United States
and elsewhere.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of Arnold Industries,
Inc. and its subsidiaries, included on pages 9 through 16 of the
Registrant's Annual Report to Stockholders for the year ended December 31,
2000, are incorporated by reference herein:

Consolidated Balance Sheets - December 31, 2000 and 1999.
Consolidated Statements of Income - Years Ended December 31,
2000, 1999 and 1998.
Consolidated Statements of Stockholders' Equity - Years
Ended December 31, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows - Years Ended
December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements.

Also, there is incorporated herein by reference the "Report of
Independent Accountants" and information appearing under the caption
"Quarterly Performance" on pages 17 and 18(unaudited), respectively, of the
Registrant's Annual Report to Stockholders for the year ended December 31,
2000.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is incorporated herein by reference the information appearing
under the captions "Directors" and "Executive Officers" in the Registrant's
definitive proxy statement for the Annual Meeting of Stockholders on May 2,
2001.

There have been no events under the bankruptcy act, no criminal
proceedings and no judgments or injunctions during the past five (5) years
which would be material to an evaluation of any Director or Executive Officer.

Item 11. EXECUTIVE COMPENSATION
There is incorporated herein by reference the information appearing
under the captions "Executive Officers", "Executive Compensation and Other
Benefits", "Performance Graph," "Report on Executive Compensation" and
"Compensation Committee Interlocks and Insider Participation" in the
Registrant's definitive proxy statement for the Annual Meeting of
Stockholders on May 2, 2001.

No other remuneration payments are proposed to be made in the future,
directly or indirectly, by or on behalf of Arnold Industries and its
subsidiaries, pursuant to any plan or arrangement, to any Director or
Executive Officer of the Company except as disclosed above.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

There is incorporated herein by reference the information appearing
under the caption "Security Ownership of Directors, Officers and Certain
Beneficial Owners" in the Registrant's definitive proxy statement for the
Annual Meeting of Stockholders on May 2, 2001.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is incorporated herein by reference the information appearing
under the caption "Certain Transactions" in the Registrant's definitive
proxy statement for the Annual Meeting of Stockholders on May 2, 2001.

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) (1) The following consolidated financial statements of the
registrant and its subsidiaries, included on pages 9 to 16 in the
Registrant's Annual Report to Stockholders for the year ended December
31, 2000 and the report of independent accountants on page 17 of such
report are incorporated herein by reference in Item 8:

Financial statements:

Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Income - Years Ended December 31, 2000,
1999 and 1998
Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years Ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements

Independent Accountants' Report

Selected Quarterly Financial Data - Years Ended December 31, 2000 and
1999:

Quarterly performance data (unaudited), included on page 18 in
the Registrant's Annual Report to Stockholders for the year
ended December 31, 2000, is incorporated herein by reference.

(2) The following financial statement schedules for the years 2000,
1999 and 1998 are submitted herewith:

Schedule II - Valuation and qualifying accounts
and reserves

Report of Independent Accountants

All other schedules are omitted because they are not required,
inapplicable or the information is otherwise shown in the financial
statements or notes thereto.

(3) Exhibits included herein:

Exhibit 3 - Articles of Incorporation and Bylaws (Articles of
Incorporation of the Company, as amended, and Bylaws of the
Company (filed as Exhibits 3.1 and 3.2 to Registrant's Form 10-K
for the fiscal year ended December 31, 1989, and incorporated
herein by reference).

Exhibit 13 - 2000 Annual Report to Stockholders

Exhibit 21 - Subsidiaries of the Registrant

Exhibit 23.1 - Consent of PricewaterhouseCoopers LLP

(b) Reports on Form 8-K

No reports on Form 8-K have been filed by the Registrant during the
last quarter of the period covered by this report.

ARNOLD INDUSTRIES, INC. AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts and Reserves
for the years ended December 31, 2000, 1999, and 1998

Additions
Balance at Charged to Charged to
beginning costs and other Balance at
Description of period expenses accounts<FN1> Deductions<FN2> end of year

Year ended December 31, 2000

Allowance for doubtful accounts $ 1,470,953 $ 736,937 $220,745 $ 1,409,139 $ 1,019,496

Estimated liability for claims $ 6,948,316 $13,414,878 - $13,130,168 $ 7,233,026

Year ended December 31, 1999

Allowance for doubtful accounts $ 1,184,147 $ 454,747 $330,685 $ 498,626 $ 1,470,953

Estimated liability for claims $15,792,913 $15,004,450 - $23,849,047 $ 6,948,316

Year ended December 31, 1998

Allowance for doubtful accounts $ 1,340,028 $ 536,367 $221,223 $ 913,471 $ 1,184,147

Estimated liability for claims $20,185,754 $13,494,337 - $17,887,178 $15,792,913

<FN1> Recoveries

<FN2> Accounts deemed to be uncollectible and charged to allowance for
doubtful accounts and payments made for estimated liability for claims.

Report of Independent Accountants on
Financial Statement Schedules

To the Board of Directors
of Arnold Industries, Inc.

Our audits of the consolidated financial statements referred to in our report
dated March 2, 2001 appearing on page 17 of the 2000 Annual Report to
Shareholders of Arnold Industries, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the financial statement
schedule listed in item 14(a)(2) of this Form 10-K. In our opinion, this
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

/s/
PricewaterhouseCoopers LLP
One South Market Square
Harrisburg, Pennsylvania
March 2, 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, thereunto duly authorized, on March 28, 2001.

ARNOLD INDUSTRIES, INC.

By /s/ E. H. Arnold
E. H. Arnold, President

By /s/ Ronald E. Walborn
Ronald E. Walborn
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the report
has been signed by the following persons in their capacities as indicated below.

Name Date

/s/ E. H. Arnold March 28, 2001
E. H. Arnold
President and Director

/s/ Ronald E. Walborn March 28, 2001
Ronald E. Walborn
CFO, Treasurer and Director

/s/ Heath L. Allen March 28, 2001
Heath L. Allen
Secretary and Director

INDEX TO EXHIBITS

Sequential
Page No.

Exhibit 13 - 2000 Annual Report to Stockholders 24

Exhibit 21 - Subsidiaries of Registrant 50

Exhibit 23.1 - Consent of PricewaterhouseCoopers LLP 51