<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 the quarterly period ended March 31, 2000      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                        602
Voting Common Stock Par Value $.10                         21,690,886
------------------------------------------     ---------------------------------
     (Title of each class)                       (Outstanding at May 19, 2000)

                                   -1 of 18-
<PAGE>

                                CMI CORPORATION
                              Index to Form 10-Q

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I.  Financial Information

          Condensed Consolidated Balance Sheets -
            March 31, 2000(Unaudited), December 31, 1999
            and March 31, 1999(Unaudited)                                      3

          Condensed Consolidated Statements of Operations -
            Three Months Ended March 31, 2000 and 1999(Unaudited)              4

          Condensed Consolidated Statements of Changes in Common
            Stock and Other Capital -
            Three Months Ended March 31, 2000 (Unaudited), and the
            Years Ended December 31, 1999 and December 31, 1998                5

          Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 2000 and 1999(Unaudited)              6

          Notes to Condensed Consolidated Financial Statements                 7

          Management's Discussion and Analysis of
            Financial Condition and Results of Operations                     13

          Quantitative and Qualitative Disclosure About Market Risk           16


PART II.  Other Information

          Item 1.  Legal Proceedings                                          17

          Item 2.  Changes in Securities and Use of Proceeds                  18

          Item 3.  Defaults Upon Senior Securities                            18

          Item 4.  Submission of Matters to a Vote of Security Holders        18

          Item 5.  Other Information                                          18

          Item 6.  Exhibits and Reports on Form 8-K                           18

Signatures                                                                    18
</TABLE>

                                   -2 of 18-
<PAGE>

                        PART I - FINANCIAL INFORMATION

                       CMI CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                   March 31,   December 31,    March 31,
                                                     2000         1999*         1999**
                                                  (Unaudited)                 (Unaudited)
                                                 ------------ -------------  -------------
<S>                                              <C>          <C>            <C>
Current assets:
 Cash & cash equivalents                            $ 16,340         12,681       10,516
 Receivables, net                                     45,161         31,257       31,124
 Inventories
  Finished equipment                                  45,687         43,124       34,430
  Work-in-process                                     22,757         20,212       24,210
  Raw materials & parts                               60,515         58,566       49,356
                                                    --------        -------      -------
     Total inventories                               128,959        121,902      107,996
 Other current assets                                  1,726            892          825
 Deferred tax asset                                    6,738          7,400        7,214
                                                    --------        -------      -------
     Total current assets                            198,924        174,132      157,675

Property, plant & equipment                           72,630         69,983       69,926
Less accumulated depreciation                         40,391         38,815       40,681
                                                    --------        -------      -------
 Net property, plant & equipment                      32,239         31,168       29,245

Long-term receivables                                    586            642          331
Marketable securities, at fair value                   1,450          1,417        1,615
Other assets, principally patents and goodwill         9,555          7,516        5,209
Deferred tax assets                                      600            600        1,900
                                                    --------        -------      -------

                                                    $243,354        215,475      195,975
                                                    ========        =======      =======

Current liabilities:
 Current maturities of long-term debt               $  6,403          4,551          265
 Long-term debt in technical default                 111,966              -            -
 Accounts payable                                     28,546         22,002       19,825
 Accrued liabilities                                  17,203         16,316       12,718
                                                    --------        -------      -------
     Total current liabilities                       164,118         42,869       32,808

Long-term debt                                             -         94,497       86,984

Common stock & other capital:
 Class A common stock & common stock                   2,169          2,164        2,155
 Other capital                                        77,067         75,945       74,028
                                                    --------        -------      -------
     Total common stock & other capital               79,236         78,109       76,183
                                                    --------        -------      -------

                                                    $243,354        215,475      195,975
                                                    ========        =======      =======
</TABLE>

*  Condensed from audited financial statements.
** As restated.
See notes to condensed consolidated financial statements.

                                   -3 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
           (dollars and shares in thousands, except per share data)

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                          March 31
                                               --------------------------
                                                   2000         1999*
                                                   ----         ----
<S>                                            <C>             <C>
Net revenues                                     $66,158       52,577
                                                 -------       ------

Costs and expenses:
  Cost of goods sold                              50,960       40,579
  Marketing and administrative                     9,244        8,418
  Engineering and product development              2,261        1,839
                                                 -------       ------
                                                  62,465       50,836
                                                 -------       ------

  Operating earnings                               3,693        1,741
                                                 -------       ------

Other expense (income):
  Interest expense                                 2,277        1,534
  Interest income                                   (196)        (102)
  Other, net                                          (3)           -
                                                 -------       ------

Earnings before income taxes                       1,615          309

Income tax expense                                   589          137
                                                 -------       ------

Net earnings                                     $ 1,026          172
                                                 =======       ======

Share data:
  Weighted average outstanding common shares:
     Basic                                        21,656       21,549

     Diluted                                      21,709       21,740

  Net earnings per average outstanding share:
     Basic                                       $   .05          .01
                                                 =======       ======

     Diluted                                     $   .05          .01
                                                 =======       ======

     Dividends per common share                  $     -          .01
                                                 =======       ======
</TABLE>

* As restated

See notes to condensed consolidated financial statements.

                                   -4 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK
                               AND OTHER CAPITAL
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                Accumulated
                                                       Additional                  Other
                                Class A Common Stock     Paid-in    Treasury   Comprehensive   Retained
                                ---------------------
                                  Shares     Amount      Capital      Stock         Loss       Earnings    Total
                                ----------------------------------------------------------------------------------
<S>                             <C>         <C>        <C>          <C>        <C>             <C>        <C>
Balance December 31, 1997          21,506      $2,151     $49,816   $    (32)              -    $18,658   $70,593

Net earnings                            -           -           -          -               -      6,217     6,217

Retirement of treasury stock           (6)          -         (32)        32               -          -         -

Exercise of stock options              49           4         273          -               -          -       277

Dividends paid, common stock
 ($.04 per share)                       -           -           -          -               -       (861)     (861)
                                   ------   ---------     -------   --------   -------------   --------   -------

Balance December 31, 1998          21,549      $2,155     $50,057   $      -               -    $24,014   $76,226

Net earnings                            -           -           -          -               -      2,489     2,489

Unrealized loss on available
 for sale securities, net of
 tax benefit of $113                    -           -           -          -            (197)         -      (197)
                                                                                                          -------

Comprehensive income                                                                                      $ 2,292

Retirement of voting common
 stock                                  -           -          (1)         -               -          -        (1)

Exercise of stock options              35           3         160          -               -          -       163

Common stock issued                    57           6         394          -               -          -       400

Dividends paid, common stock
 ($.045 per share)                      -           -           -          -               -       (971)     (971)
                                   ------   ---------     -------   --------   -------------   --------   -------

Balance December 31, 1999          21,641       2,164      50,610          -            (197)    25,532    78,109
(all remaining information
is unaudited)

Net earnings                            -           -           -          -               -      1,026     1,026

Foreign currency translation
 adjustments                            -           -           -          -            (199)         -      (199)
                                                                                                          -------

Comprehensive income                                                                                      $   827

Common stock issued                    50           5         295          -               -          -       300

Balance March 31, 2000             21,691      $2,169     $50,905   $      -           $(396)   $26,558   $79,236
                                   ======   =========     =======   ========   =============   ========   =======
</TABLE>

See notes to condensed consolidated financial statements.

                                   -5 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                             March 31
                                                                    ----------------------
                                                                        2000      1999*
                                                                        ----      -----
<S>                                                                 <C>          <C>
OPERATING ACTIVITIES
 Net earnings                                                         $  1,026       172
 Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
  Depreciation                                                           1,070       997
  Amortization                                                             189        73
  Gain on sale of assets                                                    (3)        -
  Change in assets and liabilities, net of effects of
  acquisitions of businesses:
     Receivables                                                       (12,661)   (3,111)
     Inventories                                                        (5,024)   (5,105)
     Other current assets                                                 (700)       98
     Accounts payable                                                    6,255    (1,726)
     Accrued liabilities                                                   339    (1,899)
     Deferred income taxes                                                 662       (14)
     Long-term receivables                                                  56        25
     Other non-current assets, excluding amortization
     of goodwill                                                          (395)       40
                                                                      --------   -------
 Net cash and cash equivalents used in operating
  activities                                                            (9,186)  (10,450)
                                                                      --------   -------

INVESTING ACTIVITIES
 Proceeds from sale of assets                                                3         -
 Capital expenditures                                                   (1,058)     (695)
 Purchases of marketable securities                                        (33)      (10)
 Cash paid for business acquisitions                                    (3,916)        -
                                                                      --------   -------
 Net cash and cash equivalents used in investing
  activities                                                            (5,004)     (705)
                                                                      --------   -------

FINANCING ACTIVITIES
 Payments on long-term debt                                                (81)      (68)
 Net borrowings on revolving credit note                                17,930    10,000
 Payment of common stock dividends                                           -      (215)
                                                                      --------   -------
 Net cash and cash equivalents provided by
  financing activities                                                  17,849     9,717
                                                                      --------   -------

Increase (decrease) in cash and cash equivalents                         3,659    (1,438)

Cash and cash equivalents at beginning of period                        12,681    11,954
                                                                      --------   -------

Cash and cash equivalents at end of period                            $ 16,340    10,516
                                                                      ========   =======
</TABLE>
* As restated
See notes to condensed consolidated financial statements.

                                   -6 of 18-
<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 Company's annual report
       filed with the Securities and Exchange Commission for the preceding
       fiscal year. The financial information as of March 31, 2000 and 1999 and
       for the interim periods ended March 31, 2000 and 1999 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 the results for the
       interim periods.

       In the fourth quarter of 1999, the Company modified its revenue
       recognition policy with respect to sales of asphalt plants for which the
       customer had taken ownership but which had not been shipped at the
       customer's request. Previously reported first quarter 1999 results have
       been restated to reflect this revenue recognition policy change.  The
       after-tax effect of the restatement resulting from revenue recognition
       issues decreased net income from that previously reported in the first
       quarter 1999 Form 10-Q by approximately $536,000. Additionally, the 1999
       first quarter reflects the correction of an error made in accounting for
       inventories.  The after-tax effect of the restatement resulting from the
       inventory correction decreased net income from that previously reported
       in the 1999 first quarter Form 10-Q by approximately $952,000.

(2)    At March 31, 2000, the Company was not in compliance with certain
       provisions of its unsecured senior notes agreement and revolving credit
       agreement. Compliance with the provisions is determined each quarter
       based on the results of the trailing four quarters ending on each
       determination date. The Company expects the lenders to waive non-
       compliance with the specific required financial covenants as of March 31,
       2000. However, the Company does not expect to be in compliance with the
       agreements' provisions at June 30, 2000, which noncompliance would permit
       the lenders to accelerate the Company's debt under the senior notes
       agreement and the revolving credit agreement. As a result, borrowings
       under the senior notes agreement and the revolving credit agreement have
       been classified as current liabilities at March 31, 2000. The Company is
       currently negotiating modifications to the debt agreements that are
       expected to include less restrictive financial covenants. Modified
       agreements are expected to be completed prior to June 30, 2000, and the
       Company has agreed to grant additional security interest in its
       receivables, inventories, and certain equipment.

(3)    The results of operations for the three months ended March 31, 2000 are
       not necessarily indicative of the results to be expected for the full
       year as the Company is in a seasonal business.

(4)    Reclassifications
       -----------------

       Certain reclassifications have been made to the prior interim period to
       conform to the 2000 presentation.

                                   -7 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

(5)    Related Party Transactions
       --------------------------

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

(6)    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 March 31, 2000, the Company was contingently liable as guarantor for
       certain accounts receivable sold with recourse of approximately $6.8
       million through September 2006.

(7)    Earnings Per Share
       ------------------

       Basic earnings per share is computed by dividing net earnings applicable
       to common stock by the weighted average number of common shares
       outstanding for the period.  Diluted earnings per share reflects the
       potential dilution that could occur if the Company's outstanding stock
       options were exercised (calculated using the treasury stock method).

       The following table reconciles the weighted average common shares
       outstanding used in the calculation of basic earnings per common share to
       the number of shares used in the calculation of diluted earnings per
       share (shares in thousands):

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                           March 31
                                                    ----------------------
                                                       2000         1999
                                                       ----         ----
       <S>                                          <C>            <C>
       Weighted average number of common shares
         outstanding - basic                          21,656       21,549

       Dilutive effect of potential common shares
       issuable upon exercise of employee stock
       options                                            53          191
                                                      ------       ------

       Weighted average number of common shares
         outstanding - diluted                        21,709       21,740
                                                      ======       ======
</TABLE>

                                   -8 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

       Options to purchase 570,000 shares of common stock at $6.25 to $6.94 per
       share were outstanding during the three months ended March 31, 2000, but
       were not included in the computation of diluted earnings per share
       because the effect would have been anti-dilutive.

(8)    Acquisition of Businesses and Product Lines
       -------------------------------------------

       In January 2000 the Company acquired all of the outstanding stock of R.
       M. Barton Co., Inc. (Barton) for approximately $2.1 million in cash, and
       the assumption of approximately $1.6 million in liabilities. The purchase
       price was allocated to the net assets acquired based on the preliminary
       estimates of fair value and resulted in goodwill of approximately
       $1.1 million which is being amortized on a straight-line basis over 15
       years. Barton did not have significant operations during the first
       quarter of 1999 or prior to its acquisition in January 2000, and on a pro
       forma basis, assuming the acquisition occurred on January 1, 1999, the
       impact to earnings would not have been material.

       In February 2000 the Company acquired all of the outstanding stock of
       Metra Metaalwerken B. V. B. A. (Metra) for approximately $1.8 million in
       cash, 50,000 shares of the Company's Class A Common Stock (valued at
       $300,000), and the assumption of approximately $900,000 in liabilities.
       The purchase price was allocated to the net assets acquired based on the
       preliminary estimates of fair value and resulted in goodwill of
       approximately $976,000 which is being amortized on a straight-line basis
       over 15 years. Metra did not have significant operations during the first
       quarter of 1999 or prior to its acquisition in February 2000, and on a
       pro forma basis, assuming the acquisition occurred on January 1, 1999,
       the impact to earnings would not have been material.

(9)    Litigation
       ----------

       Since 1996, the Company has been involved in litigation in the U. S.
       District Court for the Western District of Oklahoma with Cedarapids, Inc.
       The Company sued Cedarapids seeking a declaratory judgement that a patent
       held by Cedarapids is invalid or, in the alternative, that the Company
       was not infringing Cedarapids' patent.  Cedarapids subsequently filed a
       counterclaim against the Company seeking damages in excess of $43
       million, alleging that the Company's patented Triple Drum Mixer product
       design infringes on a patent held by Cedarapids. In July 1999, the court
       granted Cedarapids' motion for partial summary judgment, and ruled that
       the Company's Triple Drum Mixer product design literally infringes
       certain claims of the Cedarapids' patent. The court's judgment is limited
       to the issue of infringement and not the issue of validity. The Company
       believes that Cedarapids' patent is invalid, and thus, that the Triple
       Drum Mixer patent is valid. The Company has, at the court's invitation,
       filed a motion for summary judgment on the issue of validity. The court
       has not ruled on this motion. In the opinion of counsel, Cedarapids'
       claims are highly inflated, and may not be recoverable under various
       defenses. The trial of this lawsuit was completed in April 2000. The
       Company expects a ruling from the court in the third quarter of 2000.

                                   -9 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

       In September 1998, Cedarapids filed a separate suit against the Company
       in the U. S. District Court for the Northern District of Iowa alleging
       that the Company has infringed upon a second patent held by Cedarapids.
       Cedarapids is seeking damages in excess of $10 million in this lawsuit.
       The Company believes that Cedarapid's claim is without merit and intends
       to vigorously defend this lawsuit. No reserve has been established for
       either of the Cedarapids cases as of March 31, 2000.

       The Company has capitalized approximately $1.4 million in legal fees
       incurred in defense of the Triple Drum patent. These costs will be
       expensed in the case of an unfavorable outcome of the lawsuit pending in
       the Western District of Oklahoma or amortized over the remaining life of
       the patent if the Company is successful in its defense of this lawsuit.

       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 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 other proceedings will not have a material adverse
       effect on the Company's consolidated financial position, liquidity or
       future results of operations.

(10)   Segment Information
       -------------------

       The Company currently manages its business by operating location. As
       such, the Company identifies its segments based on its individual
       manufacturing facilities. The Company has one reportable segment, its
       main Oklahoma City manufacturing facility. The manufacturing facilities
       manufacture and market products in the mobile and materials processing
       equipment categories as well as parts for the products.

       The specific products manufactured at the main facility in Oklahoma City
       are as follows: mobile equipment - the Company's primary line of concrete
       paving systems, and pavement profiling and reclaiming/stabilizing
       equipment, weighing equipment, municipal landfill compactors, and
       industrial and green waste grinding machines; and materials processing
       equipment - hot-mix asphalt production systems, and thermal systems for
       remediating contaminated soils and sanitizing medical waste. The products
       manufactured at the "Other" facilities include concrete batching plants,
       which falls into the processing equipment category, and light weight
       grading and concrete paving and finishing machines, custom heavy hauling
       and heavy-duty trailers, and small utility sized pavement profilers and
       pavement reclaiming machines, all of which fall into the mobile equipment
       category.

                                  -10 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

       Following is certain financial information regarding the Company's
       segments. The revenues reported below are all from external customers.
       General corporate expenses are not allocated to the operating segments;
       rather, such expenses are included as a reconciling item to reported
       operating earnings.

<TABLE>
<CAPTION>
                                       Oklahoma    All
                                         City     Other     Total
                                       --------  -------  ---------
<S>                                    <C>       <C>      <C>
As of March 31, 2000:
  Total assets                         $195,060  48,294    243,354
                                       ========  ======   ========

Three months ended March 31, 2000:
Net revenues                           $ 51,879  14,279     66,158
Costs and expenses                       47,890  13,343     61,233
                                       --------  ------   --------

Segment measure of operating profit    $  3,989     936      4,925
                                       ========  ======
General corporate expenses                                  (1,232)
                                                          --------
Operating earnings                                           3,693

Interest expense                                            (2,277)
Interest income                                                196
Other, net                                                       3
                                                          --------
 Earnings before income taxes                                1,615
Income tax expense                                             589
                                                          --------

Net earnings                                              $  1,026
                                                          ========

Capital expenditures                   $    935     123      1,058
                                       ========  ======   ========

Depreciation and amortization          $    941     318      1,259
                                       ========  ======   ========

As of March 31, 1999:
  Total assets                         $167,279  28,696    195,975
                                       ========  ======   ========

Three months ended March 31, 1999:
Net revenues                           $ 44,403   8,174     52,577
Costs and expenses                       40,961   8,450     49,411
                                       --------  ------   --------

 Segment measure of operating
  profit (loss)                        $  3,442    (276)     3,166
                                       ========  ======

   General corporate expenses                               (1,425)
                                                          --------

 Operating earnings                                          1,741

Interest expense                                            (1,534)
Interest income                                                102
                                                          --------
 Earnings before income taxes                                  309
Income tax expense                                             137
                                                          --------

Net earnings                                              $    172
                                                          ========

Capital expenditures                   $    519     176        695
                                       ========  ======   ========

   Depreciation and amortization       $    896     174      1,070
                                       ========  ======   ========
</TABLE>

                                  -11 of 18-
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

       The Company has one operating location in the United Kingdom and another
       in Belgium. The United Kingdom location serves as a sales office and has
       approximately $567,000 of assets comprised primarily of inventory,
       receivables, and property, plant and equipment.  The Belgium location has
       approximately $5.3 million of assets comprised of receivables,
       inventories, property, plant and equipment, intangibles, and other
       assets.  All remaining assets are located in the United States.

       Revenues for products for the three months ended March 31, 2000 and 1999
       were as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                           2000     1999
                                           ----     ----
       <S>                               <C>      <C>
       Mobile Equipment                  $24,979  $16,727
       Materials Processing Equipment     32,933   28,727
       Parts and Used Equipment            8,246    7,123
                                         -------  -------

                                         $66,158  $52,577
                                         =======  =======
</TABLE>

(11)   Subsequent Events
       -----------------

       Effective May 5, 2000, Tom Engelsman resigned as Chief Executive Officer
       and as a director of the Company. Bill Swisher, Chairman of the Board,
       was appointed by the board of directors as interim Chief Executive
       Officer.

                                  -12 of 18-
<PAGE>

                                CMI CORPORATION
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

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

Revenues increased 25.8 percent to $66.2 million for the three months ended
March 31, 2000, compared to $52.6 million for the three months ended March 31,
1999. Net revenues for international shipments decreased 2.4 percent to $4.5
million for the three months ended March 31, 2000 compared to $4.6 million for
the three months ended March 31, 1999. Net revenues for domestic shipments
increased 28.5 percent to $61.7 million for the three months ended March 31,
2000 compared to $48.0 million for the three months ended March 31, 1999.  Net
earnings were $1.03 million, or 5 cents per diluted share, for the three months
ended March 31, 2000, compared to a net earnings of $172,000, or one cent per
diluted share, for the comparable three months ended March 31, 1999.

The Company's revenue increase consisted of a $4.9 million increase in the
Company's hot mix asphalt production systems, a $3.7 million increase in the
Company's paving and trimming and reclaiming/stabilizing equipment, a $2.5
million increase in the Company's trailer line and a $1.1 million increase in
concrete plants.  Revenue also increased $1.4 million due to the acquisition of
R. M. Barton Co., Inc. in January 2000.

Gross margins for the three months ended March 31, 2000 averaged 23.0 percent
compared to 22.8 percent for the three months ended March 31, 1999.  Backlog was
$58 million at March 31, 2000 compared to $60 million at March 31, 1999.

Marketing and administrative expenses increased $826,000 for the three months
ended March 31, 2000. As a percentage of net revenues, marketing and
administrative expenses were 14.0 percent for the three months ended March 31,
2000, compared to 16.0 percent for the three months ended March 31, 1999.
Marketing and administrative expenses increased due to: 1) consulting fees paid
to the George Group to evaluate and improve the Company's manufacturing
processes, production efficiencies, and sales and marketing operations, with the
goal of overhauling the Company's overall business structure, and 2) the
additional marketing and administrative expenses of R. M. Barton Co., Inc.

Engineering and product development expenses increased $422,000 for the three
months ended March 31, 2000. As a percentage of net revenues, engineering and
product development expenses were 3.4 percent for the three months ended March
31, 2000, compared to 3.5 percent for the three months ended March 31, 1999.
Engineering and product development expenses increased primarily due to costs
incurred relating to design changes and enhancements to the Series 3000 and 6000
concrete pavers.

Interest expense increased to $2.3 million for the three months ended March 31,
2000, compared to $1.5 million for the three months ended March 31, 1999.  The
Company's average effective interest rate increased approximately 13 basis
points over March 31, 1999, to 8.38% at March 31, 2000. The increase in interest
expense is primarily due to additional borrowings on the Company's revolving
line of credit, primarily for the increased working capital requirements and
capital spending, and business acquisitions.

                                  -13 of 18-
<PAGE>

The Company's effective tax rate for the three months ended March 31, 2000 and
1999 was approximately 37 percent.  The Company's quarterly tax rates are
estimates of its expected annual effective federal and state income tax rates.
The combined effective income tax rate for 1999 was approximately 38 percent.

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

The Company amended its unsecured revolving line of credit agreement on February
3, 2000 to increase the Company's borrowing capacity from $70 million to $100
million. As of March 31, 2000, the Company had utilized $82 million of the
unsecured revolving line of credit which matures September 2001. In April 2000
$5 million was paid down on the revolving line of credit. The Company's
$30,000,000 unsecured senior notes mature from September 2000 to September 2006.
Other long-term debts have maturity dates through September 2010 and are
expected to be paid or refinanced when due.

At March 31, 2000, the Company was not in compliance with certain provisions of
its unsecured senior notes agreement and revolving credit agreement. Compliance
with the provisions is determined each quarter based on the results of the
trailing four quarters ending on each determination date. The Company expects
the lenders to waive non-compliance with the specific required financial
covenants as of March 31, 2000. However, the Company does not expect to be in
compliance with the agreements' provisions at June 30, 2000, which noncompliance
would permit the lenders to accelerate the Company's debt under the senior notes
agreement and the revolving credit agreement. As a result, borrowings under the
senior notes agreement and the revolving credit agreement have been classified
as current liabilities at March 31, 2000. The Company is currently negotiating
modifications to the debt agreements that are expected to include less
restrictive financial covenants. Modified agreements are expected to be
completed prior to June 30, 2000, and the Company has agreed to grant additional
security interest in its receivable, inventories, and certain equipment.

The current ratio at March 31, 2000, was 1.21-to-1 (includes the long-term debt
in technical default of $112.0 million) compared to 4.06-to-1 at December 31,
1999, and working capital at March 31, 2000 was $34.8 million compared to $131.3
million at December 31, 1999. The classification of the amounts outstanding
under the senior notes agreement and the revolving credit agreement as current
liabilities is the primary cause for the change in the current ratio and working
capital. Working capital was also impacted by an increase in cash of $3.7
million, an increase in receivables of $13.9 million, an increase in inventories
of $7.1 million partially offset by an increase in other current liabilities of
$9.3 million.

Cash used in operating activities for the three months ended March 31, 2000 was
$9.2 million compared to cash used in operating activities of $10.5 million for
the three months ended March 31, 1999.  This decrease was due to increased
receivables and increased inventories, which was offset by an increase in
current liabilities and higher net income. The receivable increase from December
31, 1999 is due to the $13.6 million increase in net revenues quarter over
quarter. As noted in note 3, the Company operates in a seasonal business which
normally results in increased working capital requirements and thus cash being
used in operations to fund increased inventory levels and outstanding receivable
balances during the early part of each year. Financing activities for the three
months ended March 31, 2000 provided $17.8 million, which included $17.9 million
of borrowings from the Company's revolving line of credit which was primarily
used to fund the increase in receivables and inventories from December 31, 1999.

                                  -14 of 18-
<PAGE>

Capital expenditures for the three months ended March 31, 2000 were $1.1 million
compared to $695,000 for the comparable three months ended March 31, 1999.
Capital expenditures are budgeted at $5.6 million for 2000 and are expected to
be financed using internally generated funds and leasing arrangements. These
capital expenditures are being used to improve the Company's manufacturing and
product support efficiencies.

Income Taxes
------------

The benefits of future tax deductions and credits not utilized by the Company in
the past are reflected as an asset to the extent the Company assesses that
future operations will "more likely than not" be sufficient to realize such
benefits. For the period ended March 31, 2000, 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 $7.3 million of net deferred tax assets will be
realized.  The ultimate realization of the deferred tax assets will require
aggregate taxable income of approximately $18 million to $22 million in future
years.

Impact of Recently Issued Accounting Standards Not Yet Adopted
--------------------------------------------------------------

In December 1999 the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin No. 101 - "Revenue Recognition in Financial Statements,"
(SAB 101).  SAB 101A was issued by the SEC on March 24, 2000 and delays the
required implementation date of SAB 101 until the second quarter of 2000.  SAB
101 summarizes certain views of the SEC staff in applying generally accepted
accounting principles to revenue recognition in financial statements.  The
Company has not yet determined the impact on its financial position or results
of operations of adopting SAB 101 in the second quarter of 2000, which will be
accomplished through a cumulative effect adjustment determined as of January 1,
2000.

The Company's normal terms of sale of its asphalt plants include an obligation
to assist customers by providing servicemen at the customer site to assist in
readying the plants for start-up.  The Company understands the SEC staff is
preparing a document to address significant implementation issues related to SAB
101.  To the extent that SAB 101 ultimately changes revenue recognition
practices, including those relative to "installment obligations," revenue from
asphalt plant sales may be required to be recorded later than under current
accounting policies of the Company.

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 establishes standards for accounting
and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
accounting for changes in fair value of a derivative depends on the intended use
of the derivative and the resulting designation. Adoption of SFAS No. 133 is not
expected to materially impact the Company.

                                  -15 of 18-
<PAGE>

In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an interpretation of APB Opinion No.
25" ("FIN 44").  Among other issues, this interpretation clarifies the
definition of employee for purposes of applying APB Opinion No. 25, Accounting
for Stock Issued to Employees ("APB 25"), the criteria for determining whether a
plan  qualifies as a noncompensatory plan, the accounting consequence of various
modifications to the terms of previously fixed stock options or awards, and the
accounting for an exchange of stock compensation awards in a business
combination.  This Interpretation is effective July 1, 2000, but certain
conclusions in this Interpretation cover specific events that occur after either
December 15, 1998, or January 12, 2000.  Management believes that FIN 44 will
not have a material effect on the financial position or results of operations of
the Company upon adoption.

Federal Highway Legislation
---------------------------

The Company has assessed the longer-range impact of the $217 billion national
highway bill (TEA-21) which currently has guaranteed appropriations over the
next four to five years.  The Company's investment in capital improvements and
plant modernization efforts should have the Company positioned to take advantage
of the anticipated increased business as a result of this new legislation.

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

Statements of the Company's 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. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words. 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.

Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------

The primary objective of the following information is to provide forward-looking
quantitative and qualitative information about the Company's potential exposure
to market risks. The term "market risk" for the Company refers to the risk of
increased interest expense and decreased earnings arising from adverse changes
in interest rates. These disclosures are not meant to be precise indicators of
expected future decreases in earnings, but rather indicators of reasonably
possible decreases in earnings. This forward-looking information provides
indicators of how the Company views and manages its ongoing market risk
exposures.

At March 31, 2000, the Company had long-term debt outstanding of $118.4 million.
Of this amount, $30 million bears interest at a fixed rate of 7.68%, and $6.4
million bears interest at fixed rates averaging approximately 8.00%. The
remaining $82.0 million bears interest at variable rates which averaged

                                  -16 of 18-
<PAGE>

approximately 8.08% at March 31, 2000.  The Company had $17 million more
variable rate borrowings at March 31, 2000 than at December 31, 1999, and the
average rate at which the variable rate borrowings accrue interest was 33 basis
points (.33%) higher at March 31, 2000 compared to December 31, 1999. A 10%
increase in short-term  interest rates on the  variable rate debt outstanding at
March 31, 2000 would approximate 81 basis points.  Such an increase in interest
rates would increase the Company's interest expense by approximately $497,000
for the remainder of the year ending December 31, 2000 assuming borrowed amounts
remain outstanding.

The above sensitivity analysis for interest rate risk excludes accounts
receivable, accounts payable and accrued liabilities because of the short-term
maturity of such instruments.  The analysis does not consider the effect this
movement may have on other variables including changes in revenue volumes that
could be indirectly attributed to changes in interest rates. The actions that
management would take in response to such a change are also not considered.  If
it were possible to quantify this impact, the results could well be different
than the sensitivity effects shown above.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Since 1996, the Company has been involved in litigation in the U. S. District
Court for the Western District of Oklahoma with Cedarapids, Inc. The Company
sued Cedarapids seeking a declaratory judgement that a patent held by Cedarapids
is invalid or, in the alternative, that the Company was not infringing
Cedarapids' patent.  Cedarapids subsequently filed a counterclaim against the
Company seeking damages in excess of $43 million, alleging that the Company's
patented Triple Drum Mixer product design infringes on a patent held by
Cedarapids. In July 1999, the court granted Cedarapids' motion for partial
summary judgment, and ruled that the Company's Triple Drum Mixer product design
literally infringes certain claims of the Cedarapids' patent. The court's
judgment is limited to the issue of infringement and not the issue of validity.
The Company believes that Cedarapids' patent is invalid, and thus, that the
Triple Drum Mixer patent is valid. The Company has, at the court's invitation,
filed a motion for summary judgment on the issue of validity. The court has not
ruled on this motion. In the opinion of counsel, Cedarapids' claims are highly
inflated, and may not be recoverable under various defenses. The trial of this
lawsuit was completed in April 2000. The Company expects a ruling from the court
in the third quarter of 2000.

In September 1998, Cedarapids filed a separate suit against the Company in the
U. S. District Court for the Northern District of Iowa alleging that the Company
has infringed upon a second patent held by Cedarapids. Cedarapids is seeking
damages in excess of $10 million. The Company believes Cedarapids' claim is
without merit and intends to vigorously defend this lawsuit. No reserve has been
established for either of the Cedarapids cases as of March 31, 2000.

                                  -17 of 18-
<PAGE>

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 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 other
proceedings will not have a material adverse effect on the Company's
consolidated financial position, liquidity or future results of operations.

Item 2.  Changes in Securities and Use of Proceeds.

On February 17, 2000 the Company issued 50,000 chares of Class A Common Stock to
Jacobus Reamen and Agnes Schrevres as part of the consideration paid for the
capital stock of Metra Metallwerken B. V. B. A.  This sale was exempt from
registration under Section 4 (2) of the Securities Act of 1933, no public
offering being involved.

Item 3.  Defaults Upon Senior Securities.

See note 2 to condendsed consolidated financial statements.

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.
       -----------

       27   Financial Data Schedule

(b)    The Company did not file any report on a Form 8-K during the fiscal
       quarter ended March 31, 2000.


                                  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:    May 19, 2000              /s/Jim D. Holland
       -----------------           -------------------------------------
                                   Jim D. Holland
                                   Senior Vice President,
                                   Chief Financial Officer & Treasurer

                                  -18 of 18-