<PAGE>
                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                              FORM 10-Q


             Quarterly Report Under Section 13 or 15 (d)
                of the Securities Exchange Act of 1934


For quarter ended September 30, 1996     Commission file number 1-5951



                             CMI CORPORATION
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)



        Oklahoma                                 73-0519810
------------------------           ------------------------------------
(State of Incorporation)           (I.R.S. Employer Identification No.)


   I-40 & Morgan Road, P.O. Box 1985
          Oklahoma City, Oklahoma                             73101
----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:  (405) 787-6020


      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to be filed by Section 13 or 15 (d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been subject to such filing requirements for the past 90 days.

Yes  X   No
    ---     ---

      Indicate  the  number of shares outstanding of each of  the  issuer's
classes of common stock, as of the latest practicable date.


Voting Class A Common Stock Par Value $.10
and Voting Common Stock Par Value $.10                     20,468,004
------------------------------------------    ----------------------------------
(Title of each class)                         (Outstanding at November 11, 1996)






                              -1 of 11-
<PAGE>
                           CMI CORPORATION
                                Index

                                                                 Page
                                                                 ----

PART I.  Financial Information

          Condensed Consolidated Balance Sheets -
            September 30, 1996, December 31, 1995 and
            September 30, 1995                                      3

          Condensed Consolidated Statements of Operations -
            Three Months and Nine Months Ended
            September 30, 1996 and 1995                             4

          Condensed Consolidated Statements of Cash Flows -
            Nine Months Ended September 30, 1996 and 1995           5

          Notes to Condensed Consolidated Financial
            Statements                                              6

          Management's Discussion and Analysis of
            Financial Condition and Results of Operations           8




PART II. Other Information

          Item 1.  Legal Proceedings                               10

          Item 2.  Changes in Securities                           10

          Item 3.  Defaults Upon Senior Securities                 10

          Item 4.  Submission of Matters to a Vote of              10
                   Security Holders

          Item 5.  Other Information                               10

          Item 6.  Exhibits and Reports on Form 8-K                10

          Signatures                                               11











                                 -2 of 11-
<PAGE>
                      PART I - FINANCIAL INFORMATION

                     CMI CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands)

<TABLE>
<CAPTION>
                                     September 30    December 31    September 30
                                         1996           1995          1995
                                     ------------    -----------    ------------
                                      (Unaudited)         *          (Unaudited)
<S>                                     <C>             <C>             <C>
Current assets:
 Cash and cash equivalents              $  9,467          2,062           1,566
 Cash equivalents - restricted               150            150             825
 Receivables, net of valuation
  allowance                               16,503         11,731          22,558
 Inventories
  Finished equipment                      29,756         31,717          26,200
  Work-in-process                          7,845          7,629           7,041
  Raw materials and parts                 21,985         23,753          24,070
                                         -------        -------         -------
   Total inventories                      59,586         63,099          57,311


Other current assets                         302            389             464
Deferred tax asset                         5,238          9,000           8,419
                                         -------        -------         -------
   Total current assets                   91,246         86,431          91,143

Property, plant and equipment             46,715         45,904          45,988
Less accumulated depreciation             34,738         34,671          34,441
                                         -------        -------         -------
Net property, plant and equipment         11,977         11,233          11,547

Long-term receivables                      1,167          1,135             235
Deferred tax assets                        9,800          9,800           9,800
Other assets                                 764            620             659
                                         -------        -------         -------
                                        $114,954        109,219         113,384
                                         =======        =======         =======
Current liabilities:
 Current portion of long-term debt      $    368          2,340           3,236
 Accounts payable                          8,526         11,417          10,065
 Accrued liabilities                       6,506          8,435           7,111
                                         -------        -------         -------
   Total current liabilities              15,400         22,192          20,412

Long-term debt                            34,096         23,091          28,081

Redeemable preferred stock                     -          4,537           4,905

Common shares and other capital:
 Voting Class A common stock and
  Voting common stock                      2,047          2,038           2,038
 Other capital                            63,411         57,361          57,948
                                         -------        -------         -------
   Total common shares and other
    capital                               65,458         59,399          59,986
                                         -------        -------         -------
                                        $114,954        109,219         113,384
                                         =======        =======         =======
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.



                              -3 of 11-
<PAGE>
                   CMI CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)
                  (In thousands, except share data)


<TABLE>
<CAPTION>
                                         Three Months Ended    Nine Months Ended
                                            September 30          September 30
                                         ------------------    -----------------
                                            1996      1995        1996      1995
                                            ----      ----        ----      ----
<S>                                      <C>        <C>        <C>      <C>
Net revenues                             $36,636    30,923     111,887  107,198
                                          ------    ------     -------  -------
Costs and expenses:
  Cost of revenues                        25,620    22,043      78,643   75,281
  Marketing and administrative             5,367     5,436      17,201   15,543
  Engineering and product development      1,466     1,395       4,527    4,427
  Interest expense                           730       845       2,122    2,306
  Interest income                           (181)     (253)       (432)    (435)
  Other (income) expense, net                 39        (2)         50     (116)
                                          ------    ------     -------   ------
                                          33,041    29,464     102,111   97,006
                                          ------    ------     -------   ------
Earnings before income taxes               3,595     1,459       9,776   10,192

Income tax expense (benefit) (Note 6)      1,262       581       3,564   (7,862)
                                          ------    ------     -------   ------
Net earnings                             $ 2,333       878       6,212   18,054
                                          ======    ======     =======   ======
Net earnings per common share and
  common share equivalent (Note 3)       $   .11       .04         .29      .85
                                          ======    ======     =======   ======
Average outstanding common shares and
  common share equivalents                20,672    20,925      20,757   20,923
                                          ======    ======     =======   ======

</TABLE>
See notes to condensed consolidated financial statements.




















                               -4 of 11-
<PAGE>
                    CMI CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                             (In thousands)

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                  September 30
                                                               -----------------
                                                                   1996     1995
                                                                   ----     ----
<S>                                                            <C>       <C>
OPERATING ACTIVITIES
 Net earnings                                                  $ 6,212   18,054
 Adjustments to reconcile net earnings to net cash
  provided by operating activities:
 Depreciation                                                    1,633    1,346
 Amortization                                                       64       47
 Deferred tax expense (benefit)                                  3,762   (8,219)
 Loss (gain) on sale of assets                                      65     (116)
 Change in assets and liabilities:
  Increase in accounts receivable                               (4,772)  (5,332)
  Decrease (increase) in inventory                               3,513   (9,747)
  Decrease (increase) in other current assets                       87     (265)
  Increase (decrease) in accounts payable                       (2,891)   1,933
  Decrease in accrued liabilities                               (1,929)    (547)
  Decrease (increase) in long-term receivables                     (32)     416
  Increase in other, non-current assets                           (209)      (4)
                                                                ------   ------
 Net cash provided by (used in)operating activities              5,503   (2,434)
                                                                ------   ------

INVESTING ACTIVITIES
 Proceeds from sale of assets                                       24      194
 Capital expenditures                                           (2,466)  (1,817)
                                                                ------   ------
 Net cash used in investing activities                          (2,442)  (1,623)
                                                                ------   ------
FINANCING ACTIVITIES
 Payments on long-term debt                                       (294)  (2,506)
 Borrowings on long-term debt                                   26,950        -
 Net borrowings (payments) on revolving credit note            (14,526)   6,115
 Net borrowings (payments) on fleet financing agreement         (3,097)   1,795
 Dividends on preferred stock                                     (272)    (551)
 Redemption of preferred stock                                  (4,537)    (750)
 Stock options exercised                                           120       97
                                                                ------   ------
 Net cash provided by financing activities                       4,344    4,200
                                                                ------   ------
Increase in cash and cash equivalents                            7,405      143

Cash and cash equivalents at beginning of year                   2,062    1,423
                                                                ------   ------
Cash and cash equivalents at end of period                     $ 9,467    1,566
                                                                ======   ======

</TABLE>
See notes to condensed consolidated financial statements.


                               -5 of 11-
<PAGE>
                    CMI CORPORATION AND SUBSIDIARIES
          Notes to Condensed Consolidated Financial Statements
                              (Unaudited)

(1)  The  interim  condensed  consolidated  financial  information  has  been
     prepared in  conformity  with generally accepted  accounting  principles
     applied, in  all  material  respects, on a  basis  consistent  with  the
     consolidated financial statements included in the  annual  report  filed
     with the  Securities  and Exchange Commission for the  preceding  fiscal
     year.  The financial information as of September 30, 1996 and  1995  and
     for the  interim  periods ended September 30,  1996  and  1995  included
     herein is  unaudited; however, such information reflects all adjustments
     consisting of  only  normal recurring adjustments,  which  are,  in  the
     opinion of  management,  necessary to a fair presentation  of  financial
     position and the operating results for the interim periods.
     
(2)  The results of operations  for the nine months ended  September 30, 1996
     are not  necessarily indicative of the results to be  expected  for  the
     full year. The Company is in a very seasonal business, whereas  normally
     at least  50  percent of the Company's revenues occur in the  first  six
     months of each calendar year.

(3)  Earnings  per share  amounts are computed by dividing  the net  earnings
     less   redeemable  preferred  stock  dividends  and  accretion  of   the
     difference  between  the  ultimate  redemption  value  and  the  initial
     carrying  value  of  redeemable preferred stock for the  period, by  the
     weighted  average outstanding common shares and common share equivalents
     for the period.  Common share equivalents  are  not  considered  in  the
     computation of per share amounts if their effect is anti-dilutive.

(4)  Certain reclassifications have been made to the prior interim periods to
     conform to the 1996 presentations.

(5)  There have been no material  changes in related party transactions since
     the annual report filed for the preceding fiscal year.

(6)  Under the provisions  of Statement of Financial Accounting Standards No.
     109, "Accounting for Income Taxes" (Statement 109), the benefit  of  tax
     deductions and  credits  not utilized by the  Company  in  the  past  is
     reflected as  an  asset to the extent the Company assesses  that  future
     operations will  "more likely than not" be sufficient  to  realize  such
     benefits.
  
     The  Company  has assessed its past earnings  history and trends,  sales
     backlog, budgeted sales, and expiration dates of carryforwards of future
     tax benefits and has determined that it is "more likely than  not"  that
     the  $15,038,000 of deferred tax assets will be utilized.  The remaining
     valuation  allowance of  approximately  $700,000 is  maintained  against
     deferred tax  assets which  the  Company has not  determined to be "more
     likely  than  not"  realizable at this  time.  The Company will continue
     to  review  the  valuation  allowance  on a  quarterly  basis  and  make
     adjustments  as  appropriate.  The ultimate realization of the  deferred
     tax  asset  will  require aggregate taxable income of approximately  $38
     million to $42 million in future years.

                                 -6 of 11-
<PAGE>
     At  September 30,  1996, the temporary differences  that  give  rise  to
     significant  portions of  the deferred tax assets  are  as  follows  (in
     thousands):

<TABLE>
<CAPTION>
                                                       Current   Non-Current
                                                       -------   -----------
         <S>                                           <C>           <C>
         Tax operating loss & other carryforwards      $2,406        12,006
         Other temporary differences                    2,832        (1,538)
                                                        -----        ------
            Deferred tax assets                         5,238        10,468

            Less valuation allowance                        -           668
                                                        -----        ------
         Net deferred tax asset                        $5,238         9,800
</TABLE>
                                                        =====        ======
(7)  Commitments and Contingencies
     -----------------------------
     The  Company and its subsidiaries are parties to various leases  relating
     to  plants,  warehouses, office facilities, transportation vehicles,  and
     certain  other  equipment. Real estate taxes, insurance, and  maintenance
     expenses  are  normally obligations of the Company.  It is expected  that
     in  the  normal  course of business, the majority of the leases  will  be
     renewed  or replaced by other leases.  Leases do not provide for dividend
     restrictions,  debt,  or  future  leasing  arrangements.    All   leasing
     arrangements  contain  normal  leasing  terms  without  unusual  purchase
     options or escalation clauses.
  
     At  September 30, 1996, the Company was contingently liable as  guarantor
     for  certain  accounts  receivable sold with  recourse  of  approximately
     $3,822,000 through May 2006.

(8)  Litigation
     ----------
     On  November  22,  1995,  certain attorneys, previously  engaged  by  the
     Company  in  connection with prior patent litigation, filed suit  against
     the  Company  in the Circuit Court of Cook County, Illinois,  seeking  to
     recover approximately $1.4 million of legal fees and costs alleged to  be
     owing   by  the  Company,  together  with  prejudgment  and  postjudgment
     interest  and  other costs.  The Company has filed counterclaims  against
     the law firm for negligence and legal malpractice.  The Company seeks  an
     unspecified  amount of monetary damages, disgorgement of all  legal  fees
     collected,  punitive damages, prejudgment interest and other costs.   The
     case  was  removed to the United States District Court for  the  Northern
     District of Illinois, Eastern Division on December 20, 1995.
  
     There  are  numerous  other  claims and pending  legal  proceedings  that
     generally  involve product liability and employment issues.  These  cases
     are,  in  the opinion of management, ordinary routine matters  incidental
     to  the normal business conducted by the Company.  In the opinion of  the
     Company's management after consultation with outside  legal counsel,  the
     ultimate disposition of such proceedings, including the case above,  will
     not  have  a  materially  adverse effect on  the  Company's  consolidated
     financial position or future results of operations.
                                     
                                     
                                     
                                     
                                 -7 of 11-
<PAGE>
                            CMI CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


Results of Operations
---------------------
The  Company  reported revenues of $36,636,000 for the three  months  ended
September  30, 1996, an increase of 18.5% over revenues of $30,923,000  for
the  three  months ended September 30, 1995.  Net earnings were $2,333,000,
or  11  cents  per  share, for the three months ended  September  30,  1996
compared  with $878,000, or 4 cents per share, for the three  months  ended
September  30,  1995.   Revenues and earnings for the  three  months  ended
September  30,  1996  are up from the same period in 1995  primarily  as  a
result of the Company delivering equipment ordered earlier this year.

For  the  nine  months ended September 30, 1996, revenues were $111,887,000
compared to $107,198,000 for the nine months ended September 30, 1995.  Net
earnings were $6,212,000, or 29 cents per share, for the nine months  ended
September 30, 1996 compared to $18,054,000, or 85 cents per share, for  the
nine months ended September 30, 1995.  The nine months ended September  30,
1995  benefited from previously unrecognized tax benefits of 42  cents  per
share and a lower effective tax rate of 15 cents per share.

Gross margin, as a percentage of revenues, increased to 30.1% for the three
months  ended  September  30, 1996 from 28.7% for the  three  months  ended
September  30,  1995.  For the three months ended September 30,  1996,  the
Company's improved gross margin, as a percentage of revenues, was primarily
the  result of a decrease in material and labor costs over the same  period
in  1995.  Gross margin, as a percentage of revenues, were 29.7% and  29.8%
for the nine months ended September 30, 1996 and 1995, respectively.  Gross
margins were impacted by pricing competitiveness which the Company believes
is key to maintaining market share.

Late  in  the  quarter,  the  Company received good  news  from  Washington
regarding  approval  of annual funds for the Highway Program  --  over  $20
billion,  the  largest amount ever approved.  Additionally,  the  Corps  of
Engineers funding increased approximately 34% over prior year.  The Company
indirectly   benefits  from  highway  funding  as  it   provides   business
opportunities  to  contractors  who  purchase  the  automated  roadbuilding
equipment manufactured by the Company.

Marketing  and  administrative expenses decreased  $69,000  for  the  three
months  ended  September  30, 1996, compared  to  the  three  months  ended
September  30,  1995, and increased $1,658,000 for the  nine  months  ended
September  30, 1996, compared to the nine months ended September 30,  1995.
As   a  percentage  of  revenues,  marketing  and  administrative  expenses
decreased  to  14.6% for the three months ended September  30,  1996,  from
17.6%  for the three months ended September 30, 1995.   For the nine months
ended September  30,  1996,  marketing  and  administrative  expenses, as a
percentage  of revenues,  increased to 15.4% from 14.5% for the nine months
ended  September 30, 1995.  The overall increase  is  due to the  Company's
continued  aggressive  marketing  strategy  which  included customer demon-
strations  for  new  and  existing  products,  continued  participation  in
industry trade shows, and an increased  domestic  and  international  sales
force.

                                 -8 of 11-
<PAGE>
Engineering  and  product development expenses increased  $71,000  for  the
three  months ended September 30, 1996, compared to the three months  ended
September  30,  1995,  and increased $100,000 for  the  nine  months  ended
September  30, 1996, compared to the nine months ended September 30,  1995.
As  a  percentage of revenues, engineering and product development expenses
were  4.0% and 4.5% for the three months ended September 30, 1996 and 1995,
respectively.   As  a  percentage  of  revenues,  engineering  and  product
development  expenses  were  4.0%  and 4.1%,  for  the  nine  months  ended
September  30,  1996 and 1995, respectively.  The Company continues  to  be
committed to product development and product enhancement.

Interest  expense decreased to $730,000 from $845,000 for the three  months
ended  September  30,  1996  and  1995,  respectively,  and  decreased   to
$2,122,000 from $2,306,000 for the nine months ended September 30, 1996 and
1995, respectively.  This decrease is primarily the result of a decrease in
the  Company's average outstanding accounts receivable over the same period
in  1995.  The improved cash collections resulted in lower outstanding debt
balances  for  the  nine  months  ended  September  30,  1996.   Also,  see
discussion  regarding new financing in the Liquidity and Capital  Resources
section.

Liquidity and Capital Resources
-------------------------------
During  the quarter, the Company completed a $30,000,000 private  placement
of unsecured senior notes and established a $25,000,000 unsecured revolving
line of credit with the Bank of Oklahoma, N.A. of Oklahoma City.  A portion
of the proceeds from the unsecured senior notes were used to retire higher-
interest  debt  and to redeem the Company's preferred  stock.   It  is  the
intention  of  management to utilize the remainder  of  the  financing  for
general corporate purposes, including acquisitions.

The  Company's liquidity improved significantly in 1996 with the completion
of  the new financing agreements in September 1996.  At September 30, 1996,
working  capital was $75,846,000, compared to $70,731,000 at September  30,
1995.   The  current ratio at September 30, 1996 was 5.93-to-1 compared  to
4.47-to-1 at September 30, 1995.  The Company's quick asset ratio  improved
to 1.69 at September 30, 1996 from 1.18 at September 30, 1995.

Capital expenditures totaled $2,466,000 for the nine months ended September
30,  1996,  an  increase  of $649,000 compared to  the  nine  months  ended
September 30, 1995.  Capital expenditures are budgeted at $3.5 million  for
1996.  Capital  expenditures are used to continue improving  the  Company's
manufacturing and product support efficiencies.

Total  debt increased $3,147,000 to $34,464,000 at September 30, 1996  from
$31,317,000  at  September 30, 1995.  This increase is the  result  of  the
$30,000,000  private  placement  completed  during  September  1996.    The
increase  in  debt  was  offset by an increase in  cash  of  $7,901,000  at
September  30,  1996  compared to September 30, 1995.   The  debt-to-total-
capital  percentage was 34.5% at September 30, 1996 compared  to  32.6%  at
September 30, 1995.

The  $30,000,000  unsecured  senior notes mature  from  September  2000  to
September  2006 and are reflected as long-term debt at September 30,  1996.
Other term debt has a maturity date of September 2010.

                                 -9 of 11-
<PAGE>
The  Company's  Board  of Directors has authorized  payment  of  a  regular
guarterly cash dividend of one cent per share.  The first payment  will  be
on  December  3,  1996  to holders of record at the close  of  business  on
November  15,  1996.   The  policy of regular quarterly  dividend  payments
reflects management's confidence in the outlook for the business.

Income Taxes
------------
Under  the  provisions  of  Statement  109,  the  benefits  of  future  tax
deductions  and  credits  not  utilized by the  Company  in  the  past  are
reflected  as an asset to the extent that the Company assesses that  future
operations  will  "more  likely than not" be  sufficient  to  realize  such
benefits.   For  the  period ending September 30,  1996,  the  Company  has
assessed  its  past  earnings history and trends, sales  backlog,  budgeted
sales,  and  expiration dates of future tax deductions and credits.   As  a
result  the  Company has determined it is "more likely than not"  that  the
$15,038,000  of deferred tax assets will be realized.  Realization  of  the
deferred  tax assets will require aggregate taxable income of approximately
$38 million to $42 million in future years.

                      PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.
            ------------------
As   previously  disclosed,  on  November  22,  1995,  certain   attorneys,
previously  engaged  by  the  Company  in  connection  with  prior   patent
litigation filed suit against the Company, seeking to recover approximately
$1.4  million  of legal fees and costs alleged to be owing by the  Company,
together with prejudgment and post judgment interest and other costs.   The
Company's  counterclaims for negligence and legal  malpractice,  where  the
Company  sought an unspecified amount of monetary damages, disgorgement  of
all  legal  fees collected, punitive damages and prejudgment  interest  and
other costs, was dismissed on September 24, 1996.

Item 2.     Changes in Securities.
            ----------------------
None.

Item 3.     Defaults Upon Senior Securities.
            --------------------------------
None.

Item 4.     Submission of Matters to a Vote of Security Holders.
            ----------------------------------------------------
None.

Item 5.     Other Information.
            ------------------
None.

Item 6.     Exhibits and Reports on Form 8-K.
            ---------------------------------
(a)    Exhibits required by Item 601 of Regulation S-K are as follows:

       Exhibit No.
       -----------
       11   Statements re Computation Per Share Earnings
       27   Financial Data Schedule

(b)    The  Company did not file any report on a Form 8-K during the fiscal
       quarter ended September 30, 1996.
                                     
                                -10 of 11-
<PAGE>
                               SIGNATURES

Pursuant  to the requirements of the Securities and Exchange Act  of  1934,
the  registrant has duly caused this report to be signed on its  behalf  by
the undersigned thereunto duly authorized.



Date:  November  11, 1996             /s/Jim D. Holland
       ------------------            --------------------------------------
                                     Jim D. Holland
                                     Senior Vice President, Treasurer and
                                     Chief Financial Officer











































                              -11 of 11-