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


                              FORM 10-Q


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


For quarter ended September 30, 1995     Commission file number 1-5951



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



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


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


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


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

Yes  X   No
    ---     ---

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


Voting Class A Common Stock Par Value $.10
and Voting Common Stock Par Value $.10                     20,382,004
------------------------------------------    --------------------------------
      (Title of each class)                   (Outstanding at November 7,1995)


                              -1 of 12-



<PAGE>
                           CMI CORPORATION
                                Index

                                                                 Page
                                                                 ----

PART I. Financial Information

          Condensed Consolidated Balance Sheets -
            September 30, 1995, December 31, 1994 and
            September 30, 1994                                      3

          Condensed Consolidated Statements of Operations -
            Three Months and Nine Months Ended
            September 30, 1995 and 1994                             4

          Condensed Consolidated Statements of Cash Flows -
            Nine Months Ended September 30, 1995 and 1994           5

          Notes to Condensed Consolidated Financial
            Statements                                              6

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




PART II.    Other Information

          Item 1.  Legal Proceedings                               10

          Item 2.  Changes in Securities                           11

          Item 3.  Defaults Upon Senior Securities                 11

          Item 4.  Submission of Matters to a Vote of              11
                   Security Holders

          Item 5.  Other Information                               11

          Item 6.  Exhibits and Reports on Form 8-K                11

          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
                                     1995            1994        1994
                                 -------------   ----------- ------------ 
                                   (Unaudited)       *        (Unaudited)

 <S>                                  <C>              <C>          <C>
Current assets:
 Cash and cash equivalents            $  1,566         1,423        1,424
 Cash equivalents - restricted             825           903          903
 Receivables, net                       22,558        17,226       15,159
 Inventories
  Finished equipment                    26,200        20,278       14,765
  Work-in-process                        7,041         7,942        7,621
  Raw materials and parts               24,070        19,344       19,869
                                        ------        ------       ------
   Total inventories                    57,311        47,564       42,255


Deferred tax asset                       8,419         9,200        3,600
Other current assets                       464           121           54
                                        ------        ------       ------
   Total current assets                 91,143        76,437       63,395

Property, plant and equipment           45,988        44,361       43,969
Less accumulated depreciation           34,441        33,208       32,869
                                        ------        ------       ------
Net property, plant and equipment       11,547        11,153       11,100

Other assets                               659           703          747
Long-term receivables                      235           651        1,827
Deferred tax assets                      9,800           800        6,400
                                       -------        ------       ------
                                      $113,384        89,744       83,469
                                       =======        ======       ======
Current liabilities:
 Current portion of long-term debt    $  3,236         4,222        4,560
 Accounts payable                       10,065         8,132        8,888
 Accrued liabilities                     7,111         7,658        7,978
                                        ------        ------       ------
   Total current liabilities            20,412        20,012       21,426

Long-term debt                          28,081        21,691       14,308

Redeemable preferred stock               4,905         5,908        5,900

Common shares and other capital:
 Voting Class A common stock and
  common stock                           2,038         2,035        2,035
 Other capital                          57,948        40,098       39,800
                                        ------        ------       ------
   Total common shares and other
    capital                             59,986        42,133       41,835
                                       -------        ------       ------
                                      $113,384        89,744       83,469
                                       =======        ======       ======
</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 OPERATIONS
                             (Unaudited)
                  (In thousands, except share data)
<TABLE>
<CAPTION>
                                    Three Months Ended  Nine Months Ended
                                       September 30        September 30
                                    ------------------  -----------------
                                       1995     1994       1995      1994
                                       ----     ----       ----      ---- 

<S>                                 <C>       <C>       <C>       <C>
Net revenues                        $30,923   27,291    107,198   103,319
                                     ------   ------    -------   ------- 
Costs and expenses:
  Cost of revenues                   22,043   18,526     75,281    70,173
  Marketing and administrative        5,436    5,159     15,543    14,575
  Engineering and product development 1,395    1,356      4,427     4,373
  Interest expense                      845      622      2,306     2,026
  Interest income                      (253)    (221)      (435)     (412)
  Other (income) expense, net            (2)      18       (116)     (248)
                                     ------   ------     ------    ------
                                     29,464   25,460     97,006    90,487
                                     ------   ------     ------    ------
Earnings before income taxes          1,459    1,831     10,192    12,832

Income tax expense (benefit) (Note 4)   581       73     (7,862)   (9,481)
                                     ------   ------     ------    ------  
Net earnings                        $   878    1,758     18,054    22,313
                                     ======   ======     ======    ======
Net earnings per common share
  (Note 3)                          $   .04      .08        .85      1.05
                                     ======   ======     ======    ======
Average outstanding shares           20,925   20,949     20,923    20,983
                                     ======   ======     ======    ======
</TABLE>
See notes to condensed consolidated financial statements.


                               -4 of 12-

<PAGE>
                    CMI CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                             (In thousands)
<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                        September 30
                                                     -----------------
                                                         1995     1994
                                                         ----     ----

 <S>                                                  <C>       <C>
OPERATING ACTIVITIES
 Net earnings                                         $18,054   22,313
 Adjustments to reconcile net earnings to net cash
  provided by operating activities:
 Depreciation                                           1,346    1,084
 Amortization                                              47      154
 Gain on sale of assets                                  (116)    (248)
 Change in assets and liabilities:
  Increase in accounts receivable                      (5,332)  (5,694)
  Decrease (increase) in inventory                     (9,747)     753
  Increase in other current assets                       (265)     (10)
  Increase (decrease) in accounts payable               1,933     (675)
  Increase (decrease) in accrued liabilities             (547)   1,500
  Increase in deferred tax asset                       (8,219) (10,000)
  Decrease (increase) in long-term receivables            416   (1,818)
  Decrease (increase) in other, non-current assets         (4)      85
                                                        -----    -----
 Net cash provided by (used in) operating activities   (2,434)   7,444


INVESTING ACTIVITIES
 Proceeds from sale of assets                             194      316
 Capital expenditures                                  (1,817)  (1,453)
                                                        -----    -----
 Net cash used in investing activities                 (1,623)  (1,137)
                                                        -----    -----
FINANCING ACTIVITIES
 Net payments on long-term debt                        (2,506)    (748)
 Net borrowings (payments) on revolving credit note     6,115   (5,917)
 Net borrowings on fleet financing agreement            1,795    1,793
 Payment of dividends on preferred stock                 (551)    (157)
 Payments for redemption of preferred stock              (750)       -
 Stock options exercised                                   97        -
                                                        -----    -----
 Net cash provided by (used in) financing activities    4,200   (5,029)
                                                        -----    -----
Increase in cash and cash equivalents                     143    1,278

Cash and cash equivalents at beginning of year          1,423      146
                                                        -----    -----
Cash and cash equivalents at end of period            $ 1,566  $ 1,424
                                                       ======   ======
</TABLE>
See notes to condensed consolidated financial statements.


                               -5 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, 1995 and  for  the
   interim  periods  ended September 30, 1995 and 1994 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.

(2)The  results of operations for the nine months ended September 30,  1995
   are  not  necessarily indicative of the results to be expected  for  the
   full  year.   The  Company  is  in  a very  seasonal  business,  whereas
   normally  at  least 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 for the period, by the weighted average number of  common
   shares  and  common  share equivalents outstanding  during  the  period.
   Common  share equivalents are not considered in the computation  of  per
   share amounts if their effect is anti-dilutive.

(4)The  provisions of Statement of Financial Accounting Standards No.  109,
   "Accounting for Income Taxes" (Statement 109), requires the  benefit  of
   tax  deductions and credits not utilized by the Company in the  past  to
   be  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 $18,219,000 of deferred tax assets will be utilized.   The
   ultimate  realization of the deferred tax asset will  require  aggregate
   taxable  income  of approximately $45 million to $50 million  in  future
   years.

                                 -6 of 12-

<PAGE>
   At  September  30, 1995, the tax effects that give rise  to  significant
   portions of the deferred tax assets are as follows (in thousands):

                                                     Current  Non-Current
                                                     -------  -----------
         Tax operating loss & other carryforwards    $4,039        4,828
         Waste to energy facility                         -        7,700
         Other temporary differences                  4,380       (1,728)
                                                      -----        -----
            Deferred tax assets                       8,419       10,800

            Less valuation allowance                      -        1,000
                                                      -----        -----
         Net deferred tax asset                     $ 8,419        9,800
                                                     ======        =====
   Income tax expense varies from the federal statutory income tax rate  of
   35%  principally  due to the reduction in the valuation  allowance  held
   against the Company's deferred tax assets.

(5)Certain reclassifications have been made to the prior interim period  to
   conform to the 1995 presentations.

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


                                 -7 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  $30,923,000  for  the  quarter  ended
September 30, 1995, an increase of 13% over revenues of $27,291,000 for the
same period in 1994.  Net earnings were $878,000 compared with net earnings
of $1,758,000 in the prior year.  However, earnings before income taxes for
the  third quarter of 1995 were $1,459,000 compared with $1,831,000 for the
third  quarter of 1994.  Quarterly earnings prior to the third  quarter  of
1995  benefited from tax loss carryforwards.  As a result income taxes  for
the  quarter  ending September 30, 1995 increased to $581,000 from  $73,000
for the same period in 1994.  Earnings per share for the third quarter were
$.04 compared with $.08 per share in 1994.  Had the 1994 quarter been taxed
consistent with 1995, earnings per share would have been $.04.

For  the  nine  months ended September 30, 1995, revenues were $107,198,000
compared  to $103,319,000 in 1994.  Net earnings for the first nine  months
of  1995 were $18,054,000, or $.85 per share, which included $8,800,000, or
$.42  per  share,  for  previously unrecognized  tax  benefits  related  to
Statement  109.  In  the  first  nine  months  of  1994,  net  earnings  of
$22,313,000  or $1.05 per share, included $10,000,000, or $.47  per  share,
for  previously  unrecognized tax benefits related to  Statement  109.   As
discussed  previously,  net earnings prior to the  third  quarter  of  1995
benefited from tax loss carryforwards.

While  revenues increased slightly during the third quarter and nine months
ended  September  30,  1995, gross margins were reduced  primarily  due  to
pricing  competitiveness which the Company believed was key  to  increasing
market  share.  Gross margin, as percentage of revenues, decreased  to  29%
for  the three months ended September 30, 1995 from 32% for the same period
in  1994,  and  decreased to 30% from 32% for the nine month  period  ended
September 30, 1995 and 1994, respectively.

Although  the  general  outlook for the road  building  business  is  still
positive  and  the domestic core business has exceeded that  of  1994,  the
industry  was  adversely affected by several factors this year.   With  the
1996  federal  highway transportation bill and the National Highway  System
(NHS)  legislation  still  awaiting final  approval,  states  are  delaying
project   letting  schedules  and  contractors  are  postponing   equipment
purchases  pending  a  clearer  view of  the  prospects  for  future  work.
Currently, states are forced to operate without approximately $5.4  billion
in  funds for transportation projects that cannot be released until the NHS
bill  is  enacted.  Also, international orders have been slower  than  last
year  largely due to a near stoppage of the road building program in Mexico
caused by the collapse of the peso late last year.

This slow down in the market resulted in increased pricing pressures.  As a
result,  the  Company gave higher sales discounts in the third  quarter  of
1995   than  in  1994.   Additional  inefficiencies  associated  with   the
relocation of the  Load King  bottom  dump trailer  product line  from  the
Company's  South


                                 -8 of 12-

<PAGE>
Dakota  manufacturing facility to Oklahoma City negatively  affected  gross
margins  in  1995.  The decision to relocate the trailer line  to  Oklahoma
City  was  due  to the South Dakota facility's need to concentrate  on  the
custom  low-bed segment of the business.  The relocation took  longer  than
originally  anticipated  resulting in lower gross margins  than  projected.
During  the  first  nine  months  of 1995, the  Company  has  continued  to
experience  increases  in  its labor and material  costs  over  1994.   The
Company  continues  to  evaluate  and  adjust  its  product  prices,  where
possible, to recover the increase in manufacturing costs.

Marketing  and  administrative expenses increased $277,000 for  the  three-
month period ended September 30, 1995, compared to the same period in 1994,
and  increased $968,000 for the nine-month period ended September 30, 1995,
compared  to  the  same  period  in 1994.  As  a  percentage  of  revenues,
marketing  and administrative expenses were 18% for the three months  ended
September  30,  1995, and 19% for the same period in 1994.   For  the  nine
months  ended  September 30, marketing and administrative  expenses,  as  a
percentage  of revenues, were 14% in 1995 and 1994.  The increase  for  the
three-month  period is due to the Company's continued aggressive  marketing
strategy  which  included  customer demonstrations  for  new  and  existing
products, continued participation in industry trade shows, and an increased
domestic and international sales force.  Currently, the Company's marketing
and  advertising  efforts are being spent in preparation for  the  Con-Expo
trade show to be held in Las Vegas, Nevada in March 1996.

Engineering  and  product development expenses increased  $39,000  for  the
three-  month period ended September 30, 1995, compared to the same  period
in  1994,  and increased $54,000 for the nine-month period ended  September
30,  1995,  compared  to  the same period in  1994.   As  a  percentage  of
revenues,  engineering and product development expenses  were  5%  for  the
three  months ended September 30, 1995 and 1994, and 4% in 1995  and  1994.
The  Company  continues to be committed to product development and  product
enhancement.

Interest  expense increased to $845,000 from $622,000 for the three  months
ended  September 30, 1995 and 1994, and to $2,306,000 from  $2,026,000  for
the nine months ended September 30, 1995 and 1994.  This increase is due to
increased prime rates and an increase in working capital.

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

The  Company's  liquidity remained strong in 1995.  At September  30,  1995
working  capital was $70,731,000, compared to $41,969,000 at September  30,
1994,  an increase of 69%.  Accounts receivables increased $7,399,000  over
the prior year and is primarily due to an increase in revenues in the month
of  September.   Additionally, inventories increased $15,056,000  over  the
prior  year in anticipation of increasing sales levels as evidenced by  the
Company's sales backlog.  The current ratio at September 30, 1995 was 4.47-
to-1 compared to 2.96-to-1 at the same time last year.

Capital expenditures total $1,817,000 for the nine-month period of 1995, an
increase  of  $364,000  from  the  prior year.   Capital  expenditures  are
budgeted at $3 million for 1995.  Capital expenditures are used to continue
improving the Company's manufacturing and product support efficiencies.


                                 -9 of 12-

<PAGE>
The  Company's revolving credit loan agreement has been in place since 1991
and  matures  in December 1997.  The current line of credit is $30,000,000.
The  amount outstanding at September 30, 1995 was $18,597,000 with $804,000
reflected as current portion of long-term debt with the remainder reflected
as  long-term debt.  Other term debt has maturity dates ranging  from  July
2006 to September 2010 and is expected to be paid or refinanced when due.

Total debt increased $12,449,000 to $31,317,000 at September 30, 1995  from
$18,868,000  at  September 30, 1994.  The revolving credit  loan  agreement
which  was  re-negotiated during the fourth quarter of 1994  increased  the
Company's ability to finance inventory for future sale.  The ratio of debt-
to-capital  was 33% at September 30, 1995 compared to 28% at September  30,
1994.

As  previously  reported, on March 31, 1995, the Company  and  Yargo,  Inc.
entered  into  a  Stock Purchase Agreement (the "Agreement"),  whereby  the
Company  agreed to purchase the 4,500 outstanding shares of  the  Company's
Series B Preferred Stock in a series of installments, with all shares to be
purchased by December 31, 1996.  On June 30, 1995, in accordance  with  the
terms  of  the Agreement, the Company purchased 750 shares of the Series  B
Preferred  Stock  for  an aggregate purchase price of $1,010,313  including
accrued  dividends.   In addition, on July 15, 1995,  the  Company  made  a
dividend payment of $131,250 on the Series B Preferred Stock.


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

Under  the  provisions  of  Statement  109,  the  benefits  of  future  tax
deductions and credits not utilized by the Company in the past is 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, 1995, 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 $18,219,000 of future  tax
deductions  and  credits  will be utilized.  The  ultimate  realization  of
future tax deductions and credits will require aggregate taxable income  of
approximately $45 million to $50 million in future years.


                      PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.
------------------------------

Midwest Soil Remediation, Inc. ("Midwest Soil"), a customer of the Company,
is  one  of  several  defendants in an action filed on August  1,  1995  by
Recycling  Sciences  International, Inc. ("RSI").   RSI  has  alleged  that
Midwest  Soil and the other defendants infringed upon certain patents  held
by  RSI  by  carrying out soil remediation processes on soils  contaminated
with  various  types  of hazardous materials.  RSI is  seeking  unspecified
monetary  damages and asking that such damages be trebled under  applicable
federal  law,  together with pre-judgment interest,  costs  and  attorneys'
fees. In addition, RSI seeks an injunction prohibiting further infringement
of its patents.


                                -10 of 12-

<PAGE>
Because  a portion of the soil remediation activities that are the  subject
of  this  suit were conducted by Midwest Soil utilizing a soil  remediation
plant sold by the Company to Midwest Soil, the Company has agreed to defend
Midwest  Soil,  but  only  with respect to those  claims  asserted  by  RSI
relating  to  the soil remediation plant manufactured by the Company.   The
Company believes that its soil remediation plant does not infringe upon any
of  the patents held by RSI and intends to vigorously defend any claims  to
the contrary.

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, 1995.



                                -11 of 12-

<PAGE>
                               SIGNATURES

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



Date:  November 14, 1995              /s/Jim D. Holland
     -------------------             --------------------------------------
                                     Jim D. Holland
                                     Senior Vice President, Treasurer and
                                     Chief Financial Officer



                              -12 of 12-