Abstract: This relates to apparatus for transferring flat members such as cartons from a supplly to an applying conveyor chain and the like wherein the supply is disposed above the conveyor and at an angle thereto. The apparatus is in the form of a rotary hopper that is also mounted for oscillatory movement towards and away from the supply and also parallel to the conveyor wherein when a member receiving carrier of the hopper is aligned with a member, the carrier is moved to pick up the member while the carrier presenting a member to the conveyor is advanced at substantially the same rate as the conveyor. The carriers are preferably in the form of suction cups which are valve actuated as the hopper rotates.