Abstract: A pallet changing system for a machine tool in which two pallets are shuttled back and forth over a track to maintain one pallet in a standby position while the other pallet is in a central machining position. A single saddle capable of indexing either pallet during machining is driven on the track. Telescoping covers extend between each track end and the associated pallet and also between the pallets to keep the track and saddle covered while permitting movement of the pallets over the track and relative to each other.