Abstract: A manually operated pallet changer system for use with automatic machine tools includes a pallet changer and a compatible machine tool mounted pallet receiver. The pallet changer includes a massive, floor supported base to which a cantilevered first platform is pivotally attached for rotation between a pallet-exchange position and a work-setup position. A second platform rests atop the first platform and supports a pair of work pallet guides. The two platforms are rotatably attached near their centers so that the pallet guides can be interchanged by rotating the upper platform about its center by 180°. The configuration permits the platforms to be rotated as a unit away from a machine tool to the work-setup position. Work pallets are assembled and then the platforms are rotated together into the pallet-exchange position in which one of the pallet guides is aligned for transferring a work pallet to the machine tool mounted pallet receiver.