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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 ON
FORM 10-K/A
(Mark One)

/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) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Transition period from ____________ to ____________

Commission File No. 0-28096

THE YORK GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 76-0490631
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

8554 Katy Freeway, Suite 200
Houston, Texas 77024
(Address of principal executive office) (Zip Code)

Registrant's telephone number including area code: (713) 984-5500
Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of class
--------------
Common stock, par value $.01 per share
Preferred Stock Purchase Rights

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, 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: / /

As of March 28, 2001 there were 8,940,950 shares of The York Group, Inc.
Common Stock, $.01 par value, issued and outstanding, 4,274,675 of which,
having an aggregate market value of approximately $24,981,201, were held by
non-affiliates of the registrant (affiliates being, for these purposes only,
directors, executive officers and holders of more than 5% of the registrant's
Common Stock).

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The York Group, Inc. (the "Company" or "York") hereby amends its
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 by
providing the information required in Part III, Items 10, 11, 12 and 13 which
were not previously provided in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission on April 2, 2001.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the name, age and principal position of each
director of the Company.

NAME AGE POSITION
- ---- --- --------

Thomas J. Crawford.......... 47 Chairman of the Board, Chief Executive Officer,
President and Director
Alan H. Elder............... 37 Director
Eldon P. Nuss............... 67 Director
Kirk P. Pendleton........... 61 Director
Roger W. Sevedge............ 64 Director
H. Joe Trulove.............. 63 Senior Vice President and Director

THOMAS J. CRAWFORD joined the Company as Executive Vice President, Chief
Operating Officer and a director in February 2000. He was named Chief
Executive Officer in May 2000 and Chairman of the Board of Directors in
September 2000. Prior to joining the Company, Mr. Crawford served as
Executive Vice President of Lozier Corporation, a manufacturer of store
fixtures, from June 1997 to February 1999. Mr. Crawford previously served as
Vice President of Strategy and Business Development for Batesville Casket
Company, Inc. from January 1996 to June 1997 and as Vice President of
Marketing from June 1993 to January 1996.

ALAN H. ELDER has been a director of the Company since October 1999. Mr.
Elder has served as Chairman of the Elder Group, Inc. since 1993 and
President since 1999. He served as Chairman of Elder Davis, Inc. from 1990
until York acquired Elder Davis, Inc. in 1997. Mr. Elder serves as Chairman
of Vandor Corporation and Elderlite Express, Inc., which are both York
suppliers. Mr. Elder also has served as the Chairman of Fickensher America
U.C. since 1995. Mr. Elder is the son-in-law of Mr.Pendleton.

ELDON P. NUSS joined the Company in October 1990 as President and Chief
Executive Officer, and served as President until March 1996 and as Chief
Executive Officer until October 1996. He has been a director since September
1990 and served as Chairman of the Board from January 1996 to May 1998. Mr.
Nuss was President, Chief Executive Officer and a director of PMI Industries,
Inc., a Houston-based manufacturer of diverse metal products, from 1975
through June 1990.

KIRK P. PENDLETON has been a director of the Company since December 1992.
Mr. Pendleton is Chairman and Chief Executive Officer of Cairnwood, Inc., a
private investment firm, where he has served in various capacities since
1983. He also serves as a director of AMCAP Fund, Inc., American Variable
Annuity Fund, Europacific Growth Fund, Fundamental Investors, Inc., New World
Fund and New Perspective Fund. Mr. Pendleton is the father-in-law of Mr.
Elder.

ROGER W. SEVEDGE has been a director of the Company since February 1998. Mr.
Sevedge is part owner of Artco Casket Company, Inc. ("Artco"), a York
distributor, and has served as Artco's President since 1980. Mr. Sevedge was
also a stockholder and an officer of Star Manufacturing Corporation, a
company that purchased casket components manufactured by York and assembled
the components into finished caskets, until its acquisition by York in April
1999.

H. JOE TRULOVE has been a director of the Company since October 1999. Mr.
Trulove was a major stockholder in West Point Casket Company, which was
acquired by York in May 1997. Since May 1997, Mr. Trulove has served in
various positions with the Company, most recently, as Senior Vice President
York Distributors Association Distribution Channel and Independent Vault
Sales and Channel Development.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year,
and written representations from reporting persons that no Form 5 was
required, the Company believes that Messrs. Pendleton, Rakich, Nuss and
Wilcock each filed late one Form 4 reporting one transaction.

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of the persons
who are executive officers of the Company:

NAME AGE POSITION
- ---- --- --------

Dennis C. Laphan............ 50 Vice President Sales and Marketing
Mark W. Hornibrook.......... 49 Vice President Preneed
David F. Beck............... 48 Vice President Business Strategy and Development
Sandra A. Matson............ 48 Senior Vice President Casket Operations
Robert R. Monteleone........ 45 Vice President Human Resources
Dan E. Malone............... 41 Vice President Finance, Chief Financial Officer and
Treasurer
Cristen L. Cline............ 34 General Counsel and Secretary

DENNIS C. LAPHAN joined the Company in August 2000 as Vice President of
Marketing and was named Vice President Sales and Marketing in January
2001. Mr. Laphan previously served as Vice President of Sales and Marketing
of International Funeral Associates (IFA), a subsidiary of Hillenbrand
Industries designed to service the needs of independent funeral homes, from
October 1998 to March 2000. From 1984 through October 1998, he held various
positions of increasing responsibility at Batesville Casket Company, Inc.
including Director of Product Management, Director of Marketing and Product
Development, Director of Advanced Research and Development, Director Design,
Engineering and Marketing, and ultimately as Vice President of Marketing.

MARK W. HORNIBROOK joined the Company in July 2000 as Vice President
Preneed. Prior to joining the Company, Mr.Hornibrook served as Senior Vice
President and Vice President of several American Financial Group companies
from August 1996 until July 2000, one of which was American Memorial Life
Insurance Company. Prior to joining American Financial Group, Mark founded
PREQUEST, a preneed insurance agency, and served as its President from July
1990 to July 1996. Prior to that time, Mr. Hornibrook was Vice President and
co-founder of The Forethought Group.

DAVID F. BECK joined the Company in October 1990 as Vice President Finance
and Chief Financial Officer and was elected Treasurer in January 1996. In
April 2000, Mr. Beck was named Vice President Business Strategy and Development.
Prior to joining the Company, Mr. Beck served in various financial and
accounting positions with the Company's predecessors for six years.

SANDRA A. MATSON joined the Company in June 1997 as Vice President Quality,
Information Systems and Distribution. In November 1999, Ms. Matson was named
Senior Vice President Casket Operations. Prior to joining York, Ms. Matson
previously served as Director of Quality Systems of Bosch Braking Systems
Americas (formerly AlliedSignal Braking Systems Americas) from April 1996 to
June 1997. Prior to April 1996, Ms. Matson served in positions of increasing
responsibility with AlliedSignal Braking Systems Americas for more than four
years.

ROBERT T. MONTELEONE joined the Company in July 1998 as Vice President Human
Resources. Mr. Monteleone previously served as Director of Human Resources
and Organizational Development for Sara Lee Bakery from January 1995 to
January 1998. Prior to January 1995, Mr. Monteleone held various positions
in the Human Resources Department at The Dial Corporation for nine years.

DAN E. MALONE joined the Company in September 2000 as Vice President Finance
and Chief Financial Officer. Mr. Malone previously served as Vice President
of Finance and Planning for the Crouse-Hinds Division of Cooper Industries,
Inc. from January 1999 to September 2000. Prior to January 1999, Mr. Malone
served in positions of increasing responsibility with

Cooper Industries, Inc., including Division Controller for the Cooper Power
Systems Division and Operations Analyst for Cooper Industries, Inc., for more
than five years.

CRISTEN L. CLINE joined the Company in July 1997 as General Counsel and
Secretary. Prior to joining the Company, Ms. Cline served as Corporate
Counsel to Keystone International, Inc. from March 1996 to July 1997. Prior
to that time, Ms. Cline practiced law with Vinson & Elkins, L.L.P. law firm,
Houston, Texas from October 1991 to March 1996.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth compensation information for the chief
executive officer and the four most highly compensated executive officers of
the Company ("Named Executive Officers") during the Company's fiscal years
2000, 1999 and 1998 for services rendered during such years to the Company or
any of its subsidiaries.

SUMMARY COMPENSATION TABLE

Annual Long-Term
Compensation Compensation(1)
--------------- ---------------
Securities All
Fiscal Underlying Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
--------------------------- ------ ------ ----- ---------- ---------------
($) ($) (#) ($)

Thomas J. Crawford........................................... 2000(2) 214,809 -- 150,000 28,499
President and Chief Executive Officer

Alfred M. Turner III......................................... 2000 170,484 92,550 18,000(3) 4,214
Senior Vice President Marketing and Sales 1999 165,297 -- 6,500(3) 4,788
1998 162,157 40,000 6,500(3) 2,383

Sandra A. Matson............................................. 2000 164,719 107,250 18,000 4,707
Senior Vice President Casket Operations 1999 144,976 -- 10,000 4,259
1998 128,101 47,000 4,000 13,345

Robert T. Monteleone......................................... 2000 141,895 56,000 15,000 3,608
Vice President Human Resources 1999 122,977 -- 7,800 25,027
1998(4) 53,077 13,000 2,000 39,511

H. Joe Trulove............................................... 2000 156,180 -- 10,000 5,480
Vice President York Distributors Association Distribution 1999 152,190 -- -- 4,872
Channel and Independent Vault Sales and Channel 1998 154,695 -- -- 5,224
Development

(1) For 2000, includes (i) the Company's matching contribution pursuant to The
York Group, Inc. 401(k) Plan and Trust of $3,500, $4,688, $3,938,and
$4,500 for Messrs. Monteleone, Trulove, Turner and Ms.Matson, respectively,
(ii) group term life insurance premiums paid by the Company for Messrs.
Crawford, Monteleone, Trulove, Turner and Ms. Matson, in the amount of
$150, 108, $792, $276, $207, respectively; and (iii) $28,349 in relocation
related expenses reimbursed to Mr.Crawford.
(2) Mr. Crawford joined the Company in February 2000.
(3) Mr. Turner's options expired as of February 2001 upon the termination of
his employment with the Company.
(4) Mr. Monteleone joined the Company in July 1998.

2000 OPTION GRANTS

Potential Realizable
Value at
Percentage Assumed Rates of Stock
Number of of Total Price
Securities Options Appreciation for Option
Underlying Granted to Exercise Term
Options Employees Price Expiration ---------------------------
Name Granted in 2000 Per Share Date 5% 10%
---- ---------- ---------- --------- ---------- ---------- -----------

Thomas J. Crawford.............. 150,000 54.5% $4.50 05/10 $ 424,504 $ 1,075,776
Alfred M. Turner III............ 18,000 6.5% $4.375 02/10 49,525 125,507
Sandra A. Matson................ 18,000 6.5% $4.375 02/10 49,525 125,507
Robert T. Monteleone............ 15,000 5.5% $4.375 02/10 41,271 104,589
H. Joe Trulove.................. 10,000 3.6% $4.375 02/10 27,514 69,726

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Year End Fiscal Year End(1)
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)

Thomas J. Crawford............ -- -- 30,000 120,000 -- --
Alfred M. Turner, III......... -- -- 18,100(2) 39,200(2) -- --
Sandra A. Matson.............. -- -- 12,400 23,600 -- --
Robert T. Monteleone.......... -- -- 6,920 17,880 -- --
H. Joe Trulove................ -- -- 2,000 8,000 -- --

(1) No options are in-the-money using a value based upon a closing price of
$3.063 per share at December 31, 2000.
(2) Mr. Turner's options expired as of February 2001 upon the termination of
his employment with the Company.

DIRECTOR COMPENSATION

Each director who is not an employee of the Company received an annual
retainer of $5,000 and fees of $1,000 per meeting of the Board or a committee
thereof (other than any committee meeting held in conjunction with a meeting
of the Board). In addition, each director is entitled to reimbursement for
reasonable expenses incurred in attending Board or committee meetings or the
discharge of any special projects assigned to a director by the Board. In
April 1997, the Board approved The York Group, Inc. Non-Employee Director
Cash and Equity Compensation Plan (the "Director Compensation Plan"). The
Director Compensation Plan allows each non-employee director to receive the
annual retainer and meeting fees in cash, shares of Company stock, or
one-half in cash and one-half in shares of Company stock. The Director
Compensation Plan also allows each non-employee director to receive the
annual retainer and meeting fees currently, or to defer such fees until such
director ceases to be a director or upon death or disability. In addition,
directors who (i) are not, or have not been, employees of the Company, and
(ii) do not receive remuneration, directly or indirectly, from the Company,
will receive automatic grants of nonqualified stock options under the
Company's 1996 Independent Director Stock Option Plan. These directors
receive an option to purchase 5,000 shares upon their initial election to the
Board and an option to purchase 2,500 shares upon each reelection to the
Board, up to a maximum aggregate limit of options to purchase 15,000 shares
under the Company's 1996 Independent Director Stock Option Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2000, no member of the Committee was an officer or employee of
the Company or any of its subsidiaries, or was formerly an officer of the
Company or any of its subsidiaries, except Mr. Nuss who served as President
and Chief Executive Officer of the Company until October 1996.

No executive officer of the Company served as (i) a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Committee, (ii) a director of another entity, one of whose executive officers
served on the Committee, or (iii) a member of the compensation committee (or
other board committee performing equivalent functions) of another entity, one
of whose executive officers served as a director of the Company.

EMPLOYMENT ARRANGEMENTS

The Company has executed an agreement with Mr. Crawford which provides that
if Mr. Crawford's employment is terminated without cause during the first
twenty-four months of his employment, he is entitled to a continuation of his
salary for 12 months after such termination.

The Company has executed change of control agreements with its executive
officers, including, Messrs. Crawford, Monteleone, and Turner and Ms. Matson,
which agreements have a term of two years. The agreements provide that in
the event of a change of control of the Company (as defined in the
agreements), if the executive is terminated without good cause (as defined in
the agreements) or he or she voluntarily terminates for good reason (as
defined in the agreements) within one year of the change of control, he or
she will be entitled to (i) a lump-sum payment equal to a multiple (Mr.
Crawford: three times (3x); Messrs. Monteleone and Turner and Ms. Matson: one
times (1x)) of his or her base salary in the year immediately preceding the
termination and (ii) continuation of health care and life insurance benefits
for one year following the termination. The agreements also provide that the
executive will be paid an additional amount which when added to the lump sum
payment will place the executive in the same after-tax position as if any
excise tax imposed by the Internal Revenue Code did not apply to any of the
amounts payable under the agreement.

The Company executed retention agreements with Messrs. Monteleone and Turner
and Ms. Matson. The agreements provide that if the executive's employment was
terminated without cause prior to December 31, 2000, he or she would have been
entitled to (i) salary continuation for six (6) months, and (ii) except in the
event of a voluntary termination, a bonus equal to a specified percentage of
his or her 1999 salary prorated with respect to date of termination. The
bonus percentages for Ms. Matson, Mr. Turner and Mr. Monteleone were 40%, 30%
and 25%, respectively. The executive was also entitled to a minimum bonus
equal to the specified percentage of his or her 2000 salary (Ms. Matson: 25%,
Mr. Turner: 25%; and Mr. Monteleone 15%) if the executive remained employed by
the Company at the time the 2000 executive bonuses were awarded by the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of April 16, 2001, unless otherwise
specified, by (i) each director and Named Executive Officer (as defined
herein), and (ii) all directors and executive officers of the Company as a
group:

Name Number Percent
---- --------- -------

Elder Group, Inc(1)..................... 639,600 7.2%
394 Olivewood Court
Rochester, Michigan 48306
Alan H. Elder(2)........................ 889,659 10.0%
Eldon P. Nuss(3)........................ 37,500 *
Kirk P. Pendleton(4).................... 42,000 *
Roger W. Sevedge(5)..................... 329,104 3.7%
Thomas J. Crawford(6)................... 30,000 *
Alfred M. Turner III(7)................. 0 *
Sandra A. Matson(8)..................... 12,400 *
Robert T. Monteleone(9)................. 6,920 *
H. Joe Trulove(10)...................... 286,262 3.2%
All directors and executive officers
as a group (13 persons)(11)........... 1,689,045 18.6%

- ---------------
* Less than 1%

(1) Includes 639,600 shares owned directly by Elder Group, Inc., of which
Mr. Alan Elder serves as Chairman and has the right to vote all shares.

(2) Includes 639,600 shares owned directly by Elder Group, Inc., of which
Mr. Alan Elder serves as Chairman and has the right to vote all shares;
107,192 shares owned directly by EFI LLC of which Mr. Alan Elder serves
as managing member; and 10,000 shares owned by a trust in the name of
Mr. Elder's children to which Mr.Elder disclaims beneficial ownership.

(3) Includes 7,500 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(4) Includes 40,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(5) Includes 164,552 shares owned by a revocable living trust of which Mr.
Sevedge is sole trustee; 164,552 shares owned by a revocable living
trust in the name of Mr. Sevedge's spouse of which Mr. Sevedge's spouse
is sole trustee, as to which Mr. Sevedge disclaims beneficial ownership.

(6) Includes 30,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(7) Mr. Turner's options expired in February 2001 upon the termination of
his employment with the Company.

(8) Includes 12,400 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(9) Includes 6,920 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(10) Includes 2,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.

(11) Includes an aggregate of 122,020 shares that may be acquired within the
next 60 days upon the exercise of outstanding stock options.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of April 16, 2001, the persons named below were, to our knowledge, the
only beneficial owners of more than 5% of the Company's Common Stock,
determined in accordance with Rule 13d-3 of the Securities and Exchange
Commission, other than Alan H. Elder and Elder Group, Inc., whose beneficial
ownership of such Common Stock is described above.

Amount and Nature of
Beneficial Percent
Beneficial Owner Ownership(1) of Class
- ---------------- --------------------- --------

Dalton, Griener, Hartman, Maher & Co. 709,400 7.9%
565 Fifth Ave., Suite 2101
New York, NY 10017

Dimensional Fund Advisors, Inc. 676,550 7.6%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

FleetBoston Financial Corporation 451,300(2) 5.0%
100 Federal Street
Boston, MA 02110

Wilbert, Inc. 1,262,000 14.1%
2913 Gardner Road
Broadview, IL 60153

(1) Based solely on a Schedule 13G or 13D filed with the SEC.

(2) According to the Schedule 13G, FleetBoston Financial Corporation filed the
schedule pursuant to Rule 13d-1(b)(ii)(G). The relevant subsidiaries are
Fleet National Bank and Fleet Investment Advisors, Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under a management agreement between the Company and Vandor Corporation, of
which Alan H. Elder is a director, Vandor Corporation provides
manufacturing/warehouse space, utilities, direct and supervisory labor,
consultation and marketing services to the Company. Pursuant to this agreement,
the Company paid to Vandor Corporation approximately $300,754 in 2000.

In April 1999, the Company acquired Star Manufacturing Corporation, a
corporation of which Roger W. Sevedge was a 46% stockholder. The aggregate
purchase price paid to Star Manufacturing Corporation was approximately $4
million, which was paid by a combination of $2 million paid at closing and a
deferred cash payment of $2 million due on or before March 30, 2000. The $2
million deferred cash payment was paid in full on January 31, 2001. The
Company paid $111,000 in interest on the deferred cash payment during 2000
and $148,000 in 1999. Pursuant to the purchase agreement, York also agreed
to pay Artco Casket Company, Inc., of which Roger W. Sevedge is part owner and
President, $138,000 annually for seven (7) years, so long as Artco meets its
annual purchase requirements under its Distribution Agreement with the
Company, as described hereafter. In connection with the acquisition of Star
Manufacturing Corporation, the Company entered into a Distribution Agreement
with Artco Casket Company, Inc., pursuant to which Artco agrees to purchase
from 80% to 90% (depending on the year during the term) of its requirements
for finished caskets from the Company for a period of seven (7) years.

Pursuant to an agreement between the Company and Elder Group, Inc., Alan H.
Elder provides strategic planning consulting services to the Company. The
Company paid $65,000 to Elder Group, Inc. pursuant to this agreement in 2000.

Pursuant to lease agreements with H. Joe Trulove for manufacturing and/or
distribution facilities in Birmingham, Alabama, and Bowling Green, Kentucky,
the Company paid $38,500 in lease payments to Mr. Trulove in 2000.

The Company paid $345,478 in lease payments in 2000 to Richmond Center, LLC.,
of which Alan H. Elder is the managing member, for a manufacturing facility
in Richmond, Indiana pursuant to a lease agreement.

The Company sells finished caskets and casket components in the ordinary
course of business to various companies and organizations with which some of
the Company's directors, executive officers and stockholders are affiliated.
The following table set forth the gross sales for 2000 of York products to
companies affiliated with directors, executive officers and greater than 5%
stockholders.

Name of Purchaser (Name of Director, Year Ended
Executive Officer or 5% Stockholder) December 31, 2000
- ------------------------------------ -----------------

Vandor Corporation (Alan H. Elder)(1)................ $ 41,780
Artco Casket Company, Inc. (Roger W. Sevedge)(2)..... 14,124,263

(1) Mr. Elder currently serves as Chairman and a director of Vandor
Corporation.
(2) Mr. Sevedge is a part owner and President of Artco Casket Company, Inc.

The Company also purchases goods and services from companies affiliated with
directors and/or stockholders in the ordinary course of business at the
seller's normal prices. The following table sets forth the purchases for 2000
by York from companies affiliated with directors, executive officers and
greater than 5% stockholders.

Name of Seller (Name of Director, Year Ended
Executive Officer or 5% Stockholder) December 31, 2000
- ------------------------------------ -----------------

Vandor Corporation (Alan H. Elder)(1)................. $ 1,302,613
Elderlite Express, L.P. (Alan H. Elder)(2)............ 352,917
Artco Casket Company, Inc. (Roger W. Sevedge)(3)...... 46,713

(1) Mr. Elder currently serves as Chairman and a director of Vandor
Corporation.

(2) Mr. Elder and his brother hold a majority interest in Elderlite Express,
Inc., the General Partner and majority owner (77.1%) of Elderlite Express,
L.P., and Mr. Elder serves as a director of Elderlite Express, L.P. The
Company has an agreement with Elderlite Express, L.P. pursuant to which
the Company must transport with Elderlite Express, L.P. an annual minimum
amount of freight. Effective December 31, 1999 Elderlite Express, Inc.
assumed the rights and obligations of Elderlite Express, L.P. under the
agreement.

(3) Mr. Sevedge is a part owner and President of Artco Casket Company, Inc.

The Company believes that the terms of the transactions described above were
at least as favorable to the Company as could have been obtained with
unaffiliated third parties, and the Company intends to maintain this policy
on similar transactions in the future.

Pursuant to the requirements of Section 13 or 15(d) 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 April 30, 2001.

THE YORK GROUP, INC.

By: /s/ DAN E. MALONE
-----------------------------------
Dan E. Malone
Vice President Finance and Chief
Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicates.

Signature Title Date
--------- ----- ----

/s/ THOMAS J. CRAWFORD Chairman of the Board, Chief Executive April 30, 2001
- -------------------------- Officer and President (Principal
Thomas J. Crawford Executive Officer)

/s/ DAN E. MALONE Vice President Finance and Chief April 30, 2001
- -------------------------- Financial Officer (Principal Financial
Dan E. Malone and Accounting Officer)

/s/ H. JOE TRULOVE
- -------------------------- Senior Vice President and Director April 30, 2001
H. Joe Trulove

/s/ ALAN H. ELDER
- -------------------------- Director April 30, 2001
Alan H. Elder

/s/ ELDON P. NUSS
- -------------------------- Director April 30, 2001
Eldon P. Nuss

/s/ KIRK P. PENDLETON
- -------------------------- Director April 30, 2001
Kirk P. Pendleton

/s/ ROGER W. SEVEDGE
- -------------------------- Director April 30, 2001
Roger W. Sevedge