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


                                   FORM 10-Q


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


   For quarter ended September 30, 1997        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                     21,431,383
Voting Common Stock Par Value $.10                                    621
------------------------------------------     ---------------------------------
         (Title of each class)                 (Outstanding at November 5, 1997)



                                    -1 of 12-
<PAGE>
 
                                CMI CORPORATION
                                     Index

                                                            Page
                                                            ----


PART I. Financial Information
 
        Condensed Consolidated Balance Sheets -
            September 30, 1997, December 31, 1996 and
            September 30, 1996                                 3
 
        Condensed Consolidated Statements of Earnings -
            Three Months and Nine Months Ended
            September 30, 1997 and 1996                        4
 
        Condensed Consolidated Statements of Changes in
            Common Stock and Other Capital - September 30,
            1997, December 31, 1996, December 31, 1995
            and December 31, 1994                              5
 
        Condensed Consolidated Statements of Cash Flows -
            Nine Months Ended September 30, 1997 and 1996      6
 
        Notes to Condensed Consolidated Financial
            Statements                                         7
 
        Management's Discussion and Analysis of
            Financial Condition and Results of Operations      9
 
 
 
 
PART II. Other Information
 
          Item 1.  Legal Proceedings                          12
 
          Item 2.  Changes in Securities                      12
 
          Item 3.  Defaults Upon Senior Securities            12
 
          Item 4.  Submission of Matters to a Vote of         
                   Security Holders                           12
 
          Item 5.  Other Information                          12
 
          Item 6.  Exhibits and Reports on Form 8-K           12
 

Signatures                                                    12



                                   -2 of 12-
<PAGE>
 
                        PART I - FINANCIAL INFORMATION

                       CMI CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)
<TABLE>
<CAPTION>
 
                                         September 30   December 31  September 30
                                             1997          1996          1996
                                         -------------  -----------  -------------
                                          (Unaudited)        *        (Unaudited)
<S>                                      <C>            <C>          <C>
Current assets:
 Cash and cash equivalents                   $ 17,240         7,160         9,467
 Cash equivalents - restricted                      -             -           150
 Receivables, net                              20,886        17,857        16,503
 Inventories
  Finished equipment                           18,980        31,972        29,756
  Work-in-process                              12,403         6,890         7,845
  Raw materials and parts                      20,397        19,835        21,985
                                             --------       -------       -------
   Total inventories                           51,780        58,697        59,586
 
 
Other current assets                              943           187           302
Deferred tax asset                              3,875         6,700         5,238
                                             --------       -------       -------
   Total current assets                        94,724        90,601        91,246
 
Property, plant and equipment                  52,054        47,595        46,715
Less accumulated depreciation                  36,475        35,248        34,738
                                             --------       -------       -------
Net property, plant and equipment              15,579        12,347        11,977
 
Long-term receivables                           3,114           352         1,167
Other assets                                    1,284         1,054           764
Deferred tax asset                              9,100         9,100         9,800
                                             --------       -------       -------
 
                                             $123,801       113,454       114,954
                                             ========       =======       =======
 
Current liabilities:
 Current maturities of long-term debt        $    207           256           368
 Accounts payable                               9,268         6,409         8,526
 Accrued liabilities                            8,023         8,183         6,506
                                             --------       -------       -------
   Total current liabilities                   17,498        14,848        15,400
 
Long-term debt                                 33,948        34,103        34,096
 
Common shares and other capital:
 Class A common stock and
 Common stock                                   2,143         2,047         2,047
 Other capital                                 70,212        62,456        63,411
                                             --------       -------       -------
   Total common shares and other capital       72,355        64,503        65,458
                                             --------       -------       -------
 
                                             $123,801       113,454       114,954
                                             ========       =======       =======
 
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.



                                   -3 of 12-
<PAGE>
 
                       CMI CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)
                       (In thousands, except share data)
<TABLE>
<CAPTION>
 
 
                                         Three Months Ended   Nine Months Ended
                                             September 30       September 30
                                         ------------------  ------------------
                                           1997     1996       1997      1996
                                         --------  --------  --------   -------
<S>                                      <C>       <C>       <C>        <C>
 
Net revenues                             $36,078   36,636     123,896   111,887
                                         -------   ------     -------   -------
                                                                   
Costs and expenses:                                                
  Cost of goods sold                      25,801   25,620      91,480    78,643
  Marketing and administrative             6,083    5,367      18,315    17,201
  Engineering and product development      1,550    1,466       4,693     4,527
                                         -------   ------     -------   -------
                                          33,434   32,453     114,488   100,371
                                         -------   ------     -------   -------
                                                                   
  Operating earnings                       2,644    4,183       9,408    11,516
                                         -------   ------     -------   -------
                                                                   
Other expense (income):                                            
 Interest expense                            743      730       2,174     2,122
 Interest income                            (418)    (181)       (904)     (432)
 Other, net                                    -       39           -        50
                                         -------   ------     -------   -------
                                                                   
Earnings before income taxes               2,319    3,595       8,138     9,776
                                                                   
Income tax expense (Note 6)                  886    1,262       3,051     3,564
                                         -------   ------     -------   -------
                                                                   
Net earnings                             $ 1,433    2,333       5,087     6,212
                                         =======   ======     =======   =======
                                                                   
Net earnings per common share and                                  
  common share equivalent (Note 3)          $.07      .11         .24       .29
                                         =======   ======     =======   =======
Average outstanding common shares and                              
  common share equivalents                21,382   20,672      21,247    20,757
                                         =======   ======     =======   =======
                                                                   
Dividends per common share                  $.01      .00         .03       .00
                                         =======   ======     =======   =======
 
</TABLE>


See notes to condensed consolidated financial statements.



                                   -4 of 12-
<PAGE>
 
                       CMI CORPORATION AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK
                               AND OTHER CAPITAL
                            (dollars in thousands)


<TABLE>
<CAPTION>
====================================================================================================
                                                                                         RETAINED
                          COMMON STOCK   CLASS A COMMON STOCK  ADDITIONAL                EARNINGS
                         --------------  --------------------    PAID-IN    TREASURY   (ACCUMULATED
                         SHARES  AMOUNT    SHARES     AMOUNT     CAPITAL      STOCK      DEFICIT)
                         ------  ------  -----------  -------  -----------  ---------  -------------
<S>                      <C>     <C>     <C>          <C>      <C>          <C>        <C>
 
Balance December 31,
 1994                       621  $    -   20,351,591   $2,035     $46,229       $  -        $(6,131)
 
Net earnings                  -       -            -        -           -          -         17,501
 
Dividends declared
 and accretion on
 preferred stock              -       -            -        -        (321)         -            (10)
 
Exercise of stock
 options                      -       -       29,792        3          93          -              -
                         ------  ------  -----------  -------  ----------   --------        -------
Balance December 31,
 1995                       621  $    -   20,381,383   $2,038     $46,001       $  -        $11,360
 
Net earnings                  -       -            -        -           -          -          5,461
 
Dividends declared
 and accretion on
 preferred stock              -       -            -        -           -          -           (272)
 
Dividends paid,
 common stock                 -       -            -        -           -          -           (205)
 
Exercise of stock
 options                      -       -       86,000        9         111          -              -
                         ------  ------  -----------  -------  ----------   --------        -------
 
Balance December 31,
 1996                       621  $    -   20,467,383   $2,047     $46,112       $  -        $16,344
 
Net earnings                  -       -            -        -           -          -          5,086
 
Purchase of treasury
 stock                        -       -            -        -           -        (32)             -
 
Dividends paid,
 common stock                 -       -            -        -           -          -           (635)
 
Exercise of stock
 warrants                     -       -      600,000       60       2,190          -              -
 
Exercise of stock
 options                      -       -      364,000       36       1,147          -              -
                         ------  ------  -----------  -------  ----------   --------        -------
 
Balance September 30,
 1997 (Unaudited)           621  $    -   21,431,383   $2,143     $49,449       $(32)       $20,795
                         ======  ======  ===========  =======  ==========   ========        =======
 
</TABLE>

See notes to condensed consolidated financial statements.



                                   -5 of 12-
<PAGE>
 
                       CMI CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                (In thousands)
<TABLE>
<CAPTION>
 
                                                       Nine Months Ended
                                                         September 30
                                                      ------------------
                                                        1997      1996
                                                      --------  --------
<S>                                                   <C>       <C>    
OPERATING ACTIVITIES
 Net earnings                                         $ 5,087     6,212
 Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Depreciation                                          1,810     1,633
  Amortization                                             35        64
  Loss on sale of assets                                    -        65
  Change in assets and liabilities:
    Receivables, net                                   (3,029)   (4,772)
    Inventories                                         6,917     3,513
    Current assets                                       (756)       87
    Accounts payable                                    2,859    (2,891)
    Accrued liabilities                                  (160)   (1,929)
    Deferred tax asset                                  2,825     3,762
    Long-term receivables                              (2,762)      (32)
    Other non-current assets                             (266)     (209)
                                                      --------  --------
 Net cash provided by operating activities             12,560     5,503
                                                      -------   -------
  
INVESTING ACTIVITIES
 Proceeds from sale of assets                             107        24
 Capital expenditures                                  (5,149)   (2,466)
                                                      -------   -------
 
 Net cash used in investing activities                 (5,042)   (2,442)
                                                      -------   -------
 
FINANCING ACTIVITIES
 Payments on long-term debt                              (204)     (294)
 Borrowings on long-term debt                               -    26,950
 Net payments on revolving credit note                      -   (14,526)
 Net payments on fleet financing agreement                  -    (3,097)
 Payment of preferred stock dividend                        -      (272)
 Redemption of preferred stock                              -    (4,537)
 Proceeds from stock options exercised                  1,183       120
 Proceeds from stock warrants exercised                 2,250         -
 Payment of common stock dividends                       (635)        -
 Purchase of treasury stock                               (32)        -
                                                      -------   -------
 
 Net cash provided by financing activities              2,562     4,344
                                                      -------   -------
 
Increase in cash and cash equivalents                  10,080     7,405
 
Cash and cash equivalents at beginning of period        7,160     2,062
                                                      -------   -------
 
Cash and cash equivalents at end of period            $17,240     9,467
                                                      =======   =======
</TABLE>
See notes to condensed consolidated financial statements.

                                   -6 of 12-
 
<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, 1997 and 1996 and for the interim periods
    ended September 30, 1997 and 1996 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, 1997 are
    not necessarily indicative of the results to be expected for the full year.
    The Company is in a seasonal business, whereas normally at least 60 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 1997 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
    $12,975,000 of deferred tax assets will be utilized. The remaining valuation
    allowance of approximately $600,000 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 $36 million to $40 million in future years.



                                  -  7 of 12-
<PAGE>
 
    At September 30, 1997, 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       $  316       10,998
         Other net deductible temporary differences      3,559       (1,267)
                                                        ------       ------
 
            Deferred tax assets                          3,875        9,731
 
            Less valuation allowance                         -          631
                                                        ------       ------
 
         Net deferred tax asset                         $3,875        9,100
                                                        ======       ======
</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, 1997, the Company was contingently liable as guarantor for
     certain accounts receivable sold with recourse of approximately $3,427,000
     through September 2006.

(8)  Litigation
     ----------

     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 in the Circuit Court of Cook
     County, Illinois. On December 20, 1995, the case was removed to the United
     States District Court for the Northern District of Illinois, Eastern
     Division. The attorneys are 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 filed counterclaims of negligence and legal malpractice where
     the Company sought an unspecified amount of monetary damages, disgorgement
     of all legal fees collected, punitive damages, prejudgment interest and
     other costs. On September 24, 1996, the Company's counterclaims for
     negligence and legal malpractice were dismissed.

     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.

                                  -  8 of 12-
<PAGE>
 
                                CMI CORPORATION
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations
---------------------

The Company reported revenues of $36,078,000 for the three months ended
September 30, 1997, compared to revenues of $36,636,000 for the three months
ended September 30, 1996.  Net earnings were $1,433,000, or 7 cents per share,
for the three months ended September 30, 1997, compared with $2,333,000, or 11
cents per share, for the three months ended September 30,1996.

For the nine months ended September 30, 1997, revenues were $123,896,000, an
increase of 10.7%, compared to $111,887,000 for the nine months ended September
30, 1996.  Net earnings were $5,087,000, or 24 cents per share, for the nine
months ended September 30, 1997 compared to $6,212,000, or 29 cents per share,
for the nine months ended September 30, 1996.

Gross margin, as a percentage of revenues, was 28.5% for the three months ended
September 30, 1997, compared to 30.1% for the three months ended September 30,
1996. For the nine months ended September 30, 1997, gross margin, as a
percentage of revenues, was 26.2%, compared to 29.7% for the nine months ended
September 30, 1996. Gross margin for the third quarter of 28.5% was an
improvement over the second quarter of 25.5% and the first quarter of 24.9%.
The Company's changeover to a new manufacturing program continued to impact
performance and the ability to get product out the door as new equipment,
procedures and training policies were fully implemented. Migration from the
'old' culture to the 'new' resulted in some inefficiencies as adequate inventory
levels for 'bread and butter' products were not produced to meet demand.

Marketing and administrative expenses increased $716,000 for the three months
ended September 30, 1997, and increased $1,114,000 for the nine months ended
September 30, 1997. As a percentage of revenues, marketing and administrative
expenses increased to 16.9% for the three months ended September 30, 1997, from
14.6% for the three months ended September 30, 1996. For the nine months ended
September 30, 1997, marketing and administrative expenses, as a percentage of
revenues, decreased to 14.8% from 15.4% for the nine months ended September 30,
1996.  The Company's marketing strategy includes customer demonstrations for new
and existing products, continued participation in industry trade shows, and an
increased domestic and international sales force.

Engineering and product development expenses increased $84,000 for the three
months ended September 30, 1997, and increased $166,000 for the nine months
ended September 30, 1997.  As a percentage of revenues, engineering and product
development expenses were 4.3% for the three months ended September 30, 1997,
compared to 4.0% for the three months ended September 30, 1996.  As a percentage
of revenues, engineering and product development expenses were 3.8% for the nine
months ended September 30, 1997, compared to 4.0% for the nine months ended
September 30, 1996.  The Company continues to be committed to product
development and product enhancement.

Interest expense increased to $743,000 for the three  months ended September 30,
1997, compared to $730,000 for the three months ended September 30, 1996 and
increased  to  $2,174,000 for the nine months ended  September 30, 1997,

                                   -9 of 12-
<PAGE>
 
compared to $2,122,000 for the nine months ended September 30, 1996. The
Company's Debt levels and interest rates remained consistent from period to
period.

Interest income increased to $418,000 for the three months ended September 30,
1997, compared to $181,000 for the three months ended September 30, 1996 and
increased to $904,000 for the nine months ended September 30, 1997, compared to
$432,000 for the nine months ended September 30, 1996.  The increase in interest
income is primarily due to an increase in cash balances from period to period.

The Company's effective domestic tax rate for the three months and nine months
ended September 30, 1997 and 1996 was approximately 37%.  The Company
anticipates no changes in the effective tax rate in future periods.  The rate
reflected in the statement of earnings is impacted by the operations of the
Company's foreign subsidiary.

Liquidity and Capital Resources
-------------------------------

The Company's liquidity remained strong during the first nine months of 1997. At
September 30, 1997, working capital was $77,226,000, compared to $75,846,000 at
September 30, 1996.  The current ratio at September 30, 1997 was 5.41-to-1
compared to 5.93-to-1 at September 30, 1996.  The Company's quick asset ratio
improved to 2.18 at September 30, 1997 from 1.69 at September 30, 1996 the
result of increased cash of $7,773,000 and increased receivables of $4,383,000.
The increase in cash is primarily due to a decrease in inventories of
$7,806,000.

Capital expenditures were budgeted at $5.0 million for 1997 and were to be
financed using internally generated funds and leasing programs. Capital
expenditures for the nine months ended September 30, 1997 totaled $5,149,000, an
increase of $2,683,000 compared to the nine months ended September 30, 1996 and
$149,000 over the original 1997 budget. Capital expenditures are expected to be
approximately $6.0 million for fiscal year 1997.

The Company's $30,000,000 unsecured senior notes mature from September 2000 to
September 2006. The Company's $25,000,000 unsecured revolving line of credit
matures three years from the date of initial borrowing. As of September 30,
1997, the Company had not utilized the unsecured revolving line of credit. Other
long-term debt has a maturity date of September 2010 and is expected to be paid
when due. The debt-to-total-capital percentage was 32.1% at September 30, 1997
compared to 34.5% at September 30, 1996.

During the third quarter of 1997, the Company paid a quarterly cash dividend of
one cent per share on September 2, 1997, to holders of record at the close of
business on August 15, 1997. It is the Board of Directors' present intention to
continue paying quarterly cash dividends.

The Company acquired two companies which manufacture concrete plant equipment.
The acquisition of Ross Company located in Brownwood, TX was finalized on
October 1, 1997 and CS Johnson Corporation located in Champaign, IL was
finalized on October 24, 1997.  Additionally on October 2, 1997, the Company
signed a definitive agreement to purchase two product lines from Rexworks, Inc.
This purchase is expected to close in December, 1997, pending Rexworks'
shareholder approval. The Company does not expect much in the way of revenues or
profits in 1997 from these acquisitions.  In addition, there will  be  some
costs  in  1998  to  relocate  the  Rexworks' production from

                                  -10 of 12-
<PAGE>
 
Milwaukee to Oklahoma City; however, overall these acquisitions will contribute
to both revenue and earnings for the full year 1998 dispite the relocation
costs.

The Company is in the enviable position to consider the merits of 'building' or
'buying' growth.  The Company is currently doing both.  A strong balance sheet
more  than  supports  acquiring  technologies and markets to complement existing
ones.  The Company will only make acquisitions that are strategically sound -
financially and market-wise. That's what the Company did with the purchase of
Ross Company and CS Johnson Corporation and the anticipated purchase of the two
product lines from Rexworks, Inc.  In each case, existing production
capabilities and marketing know-how can take these operations to new levels of
sales and profitability while broadening the scope of the Company's products and
services.

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, 1997, 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 $12,975,000 of deferred tax assets will be realized.  Realization of
the deferred tax assets will require aggregate taxable income of approximately
$36 million to $40 million in future years.

Impact of Pending Accounting Pronouncements
-------------------------------------------


In February 1997, the Financial Accounting Standards Board issued Statement 128,
"Earnings per Share" (Statement 128). Statement 128 establishes standards for
computing and presenting earnings per share. This statement is effective for
financial statements issued for periods ending after December 15, 1997.

Management believes that the adoption of Statement 128 will not have a
significant impact on the financial condition or the results of operations of
the Company.

Forward Looking Statements
--------------------------


Statements of the Company or management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events contained in this
report constitute "forward looking statements" as defined in the Private
Securities Litigation Reform Act of 1995.  As with any future event, there can
be no assurance that the events described in forward looking statements made in
this report will occur or that the results of future events will not vary
materially from those described in the forward looking statements made in this
report.  Important factors that could cause the Company's actual performance and
operating results to differ materially from the forward looking statements
include, but are not limited to, highway funding, adverse weather conditions,
general economic conditions and political changes both domestically and
overseas.

                                  -11 of 12-
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

None.

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, 1997.



                                  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  5, 1997                /s/ Jim D. Holland
      --------------------             --------------------------------------
                                      Jim D. Holland
                                      Senior Vice President, Treasurer and
                                      Chief Financial Officer



                                     -12 of 12-