Abstract: An overhead mandrel manipulator for handling two composite lay-up mandrels. The manipulator includes two opposing brackets (124) having arms (135) that engage the composite lay-up mandrels using lift pins (150). The opposing brackets (124) are rotated approximately 90.degree. each between an open position and a closed position. In the open or closed positions, the brackets are easily attached to the composite lay-up mandrels. When the brackets are moved between the open and closed positions, they rotate the lay-up mandrels approximately 90.degree. . The brackets can be used to apply a compressive force to the two lay-up mandrels when the brackets are in the closed position. The brackets (124) are rotated by a push plate (80) that is driven up and down by a Thomson ball screw (98) connected to a drive motor (30). As the push plate (80) moves up and down, it moves two pairs of drive links (128) upward and downward.