Abstract: A machine tool is provided with automatic tool changing apparatus 50 comprising a carousel 56 having tool stations 60. Each tool station is mounted for independent horizontal and vertical movement relative to the carousel and has an arcuate cone 65 for facilitating entry and removal of tools 10. The carousel 56 is mounted horizontally on the machine tool table and is rotatable by the machine tool spindle in conjunction with the standard machine tool motors which move the table. The apparatus 50 includes a tool release mechanism 100, including a pawl 112, for operating a quick change tool holder 30, and a cover assembly 70 for protecting tools and tool adaptors held by the carousel.